HomeMy WebLinkAboutContract 63355City Secretary Contract No. _____________
Vendor Services Agreement Page 1 of 19
VENDOR SERVICES AGREEMENT
_____________________________________________________________________________
This VENDOR SERVICES AGREEMENT (“Agreement”) is made and entered into by and
between the CITY OF FORT WORTH (“City”), a Texas home rule municipal corporation, and
LIQUIDITY SERVICES OPERATIONS, LLC DBA GOVDEALS (“Vendor”), each individually
referred to as a “party” and collectively referred to as the “parties.”
1.Scope of Services. The Vendor will facilitate the sale of City-owned salvage, operational,
or non-repairable vehicles, parts, tools, and equipment through online auctions. The City will request these
services on an “as-needed basis” for the Property Management Department (“Services”), as set forth in
more detail in Exhibit “A,” attached hereto and incorporated herein for all purposes.
2.Term. This Agreement begins on May 9, 2025 (“Effective Date”) and expires on May 8,
2026 (“Expiration Date”), unless terminated earlier in accordance with this Agreement (“Initial Term”).
City will have the option, in its sole discretion, to renew this Agreement under the same terms and
conditions, for up to six (6) one-year renewal option(s) (each a “Renewal Term”).
3. Compensation. The Vendor shall pay a commission to the City equaling 0.5% of the
Proceeds of SOLD assets. For purposes hereof, “Proceeds” means all revenue from the sale of an asset
pursuant to this Agreement, excluding (i) any sales taxes collected by the Vendor, and (ii) any Buyer's
Premium collected by the Vendor. Vendor will not perform any additional services or bill for expenses
incurred for City not specified by this Agreement unless City requests and approves in writing the additional
costs for such services. City will not be liable for any additional expenses of Vendor not specified by this
Agreement unless City first approves such expenses in writing.
4. Termination.
4.1. Written Notice. City or Vendor may terminate this Agreement at any time and for
any reason by providing the other party with 30 days’ written notice of termination.
4.2 Non-appropriation of Funds. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor
of such occurrence and this Agreement will terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to City of any kind whatsoever, except as
to the portions of the payments herein agreed upon for which funds have been appropriated.
4.3 Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date, City will pay Vendor for services actually rendered up to
the effective date of termination and Vendor will continue to provide City with services requested
by City and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor will provide City with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
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has received access to City Information or data as a requirement to perform services hereunder,
Vendor will return all City provided data to City in a machine-readable format or other format
deemed acceptable to City.
5. Disclosure of Conflicts and Confidential Information.
5.1 Disclosure of Conflicts. Vendor hereby warrants to City that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this
Agreement, Vendor hereby agrees immediately to make full disclosure to City in writing.
5.2 Confidential Information. Vendor, for itself and its officers, agents and employees,
agrees that it will treat all information provided to it by City (“City Information”) as confidential
and will not disclose any such information to a third party without the prior written approval of
City.
5.3 Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information marked Confidential or Proprietary,
City will promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting
to disclosure. A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
5.4 Unauthorized Access. Vendor must store and maintain City Information in a secure manner
and will not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in
any way. Vendor must notify City immediately if the security or integrity of any City Information has been
compromised during a confirmed and Reportable event, in which event, Vendor will, in good faith, use all
commercially reasonable efforts to cooperate with City in identifying what City Information has been
accessed by unauthorized means and will fully cooperate with City to protect such City Information from
further unauthorized disclosure. “Reportable” means an event that Vendor, with the assistance of counsel,
has deemed (a) to be reportable to the SEC and/or (b) to require notice to certain affected parties under
applicable law.
6. Right to Audit. Vendor agrees that City will, until the expiration of three (3) years after
final payment under this Agreement, or the final conclusion of any audit commenced during the said three
years, have access to and the right to examine at reasonable times any directly pertinent books, documents,
papers and records, including, but not limited to, all electronic records, of Vendor involving transactions
relating to this Agreement at no additional cost to City. Vendor agrees that City will have access during
normal working hours to all necessary Vendor facilities and will be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City will give Vendor
reasonable advance notice of intended audits.
7. Independent Contractor. It is expressly understood and agreed that Vendor will operate
as an independent contractor as to all rights and privileges and work performed under this Agreement, and
not as agent, representative or employee of City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor will have the exclusive right to control the details of its operations
and activities and be solely responsible for the acts and omissions of its officers, agents, servants,
employees, Vendors, and subcontractors. Vendor acknowledges that the doctrine of respondeat superior
will not apply as between City, its officers, agents, servants and employees, and Vendor, its officers, agents,
employees, servants, contractors, and subcontractors. Vendor further agrees that nothing herein will be
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construed as the creation of a partnership or joint enterprise between City and Vendor. It is further
understood that City will in no way be considered a Co-employer or a Joint employer of Vendor or any
officers, agents, servants, employees, contractors, or subcontractors. Neither Vendor, nor any officers,
agents, servants, employees, contractors, or subcontractors of Vendor will be entitled to any employment
benefits from City. Vendor will be responsible and liable for any and all payment and reporting of taxes on
behalf of itself, and any of its officers, agents, servants, employees, contractors, or contractors.
8. Liability and Indemnification.
8.1 LIABILITY - VENDOR WILL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR
SUBCONTRACTORS.
8.2 GENERAL INDEMNIFICATION - VENDOR HEREBY COVENANTS AND
AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS
OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL
INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS.
8.3 INTELLECTUAL PROPERTY INDEMNIFICATION – Vendor agrees to
defend, settle, or pay, at its own cost and expense, any claim or action against City for
infringement of any patent, copyright, trade mark, trade secret, or similar property right
arising from City’s use of the software and/or documentation in accordance with this
Agreement, it being understood that this agreement to defend, settle or pay will not apply if
City modifies or misuses the software and/or documentation. So long as Vendor bears the
cost and expense of payment for claims or actions against City pursuant to this section,
Vendor will have the right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City will have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect City’s interest, and City agrees to cooperate
with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility
for payment of costs and expenses for any claim or action brought against City for
infringement arising under this Agreement, City will have the sole right to conduct the
defense of any such claim or action and all negotiations for its settlement or compromise and
to settle or compromise any such claim; however, Vendor will fully participate and cooperate
with City in defense of such claim or action. City agrees to give Vendor timely written notice
of any such claim or action, with copies of all papers City may receive relating thereto.
Notwithstanding the foregoing, City’s assumption of payment of costs or expenses will not
eliminate Vendor’s duty to indemnify City under this Agreement. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or
restrained or, if as a result of a settlement or compromise, such use is materially adversely
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restricted, Vendor will, at its own expense and as City's sole remedy, either: (a) procure for
City the right to continue to use the software and/or documentation; or (b) modify the
software and/or documentation to make it non-infringing, provided that such modification
does not materially adversely affect City's authorized use of the software and/or
documentation; or (c) replace the software and/or documentation with equally suitable,
compatible, and functionally equivalent non-infringing software and/or documentation at no
additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor terminate this Agreement, and refund all amounts paid to Vendor by City,
subsequent to which termination City may seek any and all remedies available to City under
law.
8.4 IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT,
INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES OR LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT (WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED
UPON CONTRACT, WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE).
9. Assignment and Subcontracting.
9.1 Assignment. Vendor will not assign or subcontract any of its duties, obligations
or rights under this Agreement without the prior written consent of City. If City grants consent to
an assignment, the assignee will execute a written agreement with City and Vendor under which
the assignee agrees to be bound by the duties and obligations of Vendor under this Agreement.
Vendor will be liable for all obligations of Vendor under this Agreement prior to the effective date
of the assignment.
9.2 Subcontract. If City grants consent to a subcontract, the subcontractor will execute
a written agreement with Vendor referencing this Agreement under which subcontractor agrees to
be bound by the duties and obligations of Vendor under this Agreement as such duties and
obligations may apply. Vendor must provide City with a fully executed copy of any such
subcontract.
10. Insurance. Vendor must provide City with certificate(s) of insurance documenting
policies of the following types and minimum coverage limits that are to be in effect prior to commencement
of any Services pursuant to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000 - Each Occurrence
$2,000,000 - Aggregate
(b) Automobile Liability:
$1,000,000 - Each occurrence on a combined single limit basis
Coverage will be on any vehicle used by Vendor, or its employees, agents, or
representatives in the course of providing Services under this Agreement. “Any
vehicle” will be any vehicle owned, hired and non-owned.
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(c) Worker’s Compensation:
Statutory limits according to the Texas Workers’ Compensation Act or any other
state workers’ compensation laws where the Services are being performed
Employers’ liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability (Errors & Omissions):
$1,000,000 - Each Claim Limit
$1,000,000 - Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage must be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance must be submitted to City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies must
name City as an additional insured thereon, as its interests may appear. The term
City includes its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
(b) The workers’ compensation policy must include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days’ notice of cancellation or reduction in
limits of coverage must be provided to City. Ten (10) days’ notice will be
acceptable in the event of non-payment of premium. Notice must be sent to the
Risk Manager, City of Fort Worth, 100 Fort Worth Trail, Fort Worth, Texas 76102,
with copies to the Fort Worth City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A- VII
in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial
strength and solvency to the satisfaction of Risk Management. If the rating is
below that required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance
documentation will not constitute a waiver of the insurance requirement.
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(f) Certificates of Insurance evidencing that Vendor has obtained all required
insurance will be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
11. Compliance with Laws, Ordinances, Rules and Regulations. Vendor agrees that in the
performance of its obligations hereunder, it will comply with all applicable federal, state and local laws,
ordinances, rules and regulations and that any work it produces in connection with this Agreement will also
comply with all applicable federal, state and local laws, ordinances, rules and regulations. If City notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor must immediately desist
from and correct the violation.
12. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
contractors, subcontractors, and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor’s duties and obligations hereunder, it will not discriminate in the treatment or
employment of any individual or group of individuals on any basis prohibited by law. IF ANY CLAIM
ARISES FROM AN ALLEGED VIOLATION OF THIS NON-DISCRIMINATION COVENANT
BY VENDOR, ITS PERSONAL REPRESENTATIVES, ASSIGNS, CONTRACTORS,
SUBCONTRACTORS, OR SUCCESSORS IN INTEREST, VENDOR AGREES TO ASSUME
SUCH LIABILITY AND TO INDEMNIFY AND DEFEND CITY AND HOLD CITY HARMLESS
FROM SUCH CLAIM.
13. Notices. Notices required pursuant to the provisions of this Agreement will be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents,
employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the
transmission, or (3) received by the other party by United States Mail, registered, return receipt requested,
addressed as follows:
To CITY:
City of Fort Worth
Attn: Assistant City Manager
100 Fort Worth Trail
Fort Worth, TX 76102
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney’s Office at
same address.
To VENDOR:
Liquidity Services Operations, LLC
dba GovDeals
Michael Price, Vice President, Revenue
6931 Arlington Rd. Ste. 460
Bethesda, MD 20814
vendor@govdeals.com
With copy to:
Ncarr@govdeals.com; and
legal@liquidityservices.com.
14. Solicitation of Employees. Neither City nor Vendor will, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment or employ,
whether as employee or independent contractor, any person who is or has been employed by the other
during the term of this Agreement, without the prior written consent of the person's employer.
Notwithstanding the foregoing, this provision will not apply to an employee of either party who responds
to a general solicitation of advertisement of employment by either party.
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15. Governmental Powers. It is understood and agreed that by execution of this Agreement,
City does not waive or surrender any of its governmental powers or immunities.
16. No Waiver. The failure of City or Vendor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein does not constitute a waiver of City's or
Vendor’s respective right to insist upon appropriate performance or to assert any such right on any future
occasion.
17. Governing Law / Venue. This Agreement will be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this
Agreement, venue for such action will lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
18. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be
affected or impaired.
19. Force Majeure. City and Vendor will exercise their best efforts to meet their respective
duties and obligations as set forth in this Agreement, but will not be held liable for any delay or omission
in performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance, or regulation; acts of God; acts of the public
enemy; fires; strikes; lockouts; natural disasters; wars; riots; epidemics or pandemics; government action
or inaction; orders of government; material or labor restrictions by any governmental authority;
transportation problems; restraints or prohibitions by any court, board, department, commission, or agency
of the United States or of any States; civil disturbances; other national or regional emergencies; or any other
similar cause not enumerated herein but which is beyond the reasonable control of the Party whose
performance is affected (collectively, “Force Majeure Event”). The performance of any such obligation is
suspended during the period of, and only to the extent of, such prevention or hindrance, provided the
affected Party provides notice of the Force Majeure Event, and an explanation as to how it prevents or
hinders the Party’s performance, as soon as reasonably possible after the occurrence of the Force Majeure
Event, with the reasonableness of such notice to be determined by the City in its sole discretion. The notice
required by this section must be addressed and delivered in accordance with Section 13 of this Agreement.
20. Headings not Controlling. Headings and titles used in this Agreement are for reference
purposes only, will not be deemed a part of this Agreement, and are not intended to define or limit the scope
of any provision of this Agreement.
21. Review of Counsel. The parties acknowledge that each party and its counsel have
reviewed and revised this Agreement and that the normal rules of construction to the effect that any
ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this
Agreement or its Exhibits.
22. Amendments / Modifications / Extensions. No amendment, modification, or extension
of this Agreement will be binding upon a party hereto unless set forth in a written instrument, which is
executed by an authorized representative of each party.
23. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart will, for all purposes, be deemed an original, but all such counterparts will together constitute
one and the same instrument.
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24. Warranty of Services. Vendor warrants that its services will be of a high quality and
conform to generally prevailing industry standards. City must give written notice of any breach of this
warranty within thirty (30) days from the date that the services are completed. In such event, at Vendor’s
option, Vendor will either (a) use commercially reasonable efforts to re-perform the services in a manner
that conforms with the warranty, or (b) refund the fees paid by City to Vendor for the nonconforming
services.
25. Immigration Nationality Act. Vendor must verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor will provide City with copies of all I-9
forms and supporting eligibility documentation for each employee who performs work under this
Agreement. Vendor must adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible to
perform such services. VENDOR WILL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM
ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH
BY VENDOR, VENDOR’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, OR
AGENTS. City, upon written notice to Vendor, will have the right to immediately terminate this Agreement
for violations of this provision by Vendor.
26. Signature Authority. The person signing this Agreement hereby warrants that they have
the legal authority to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This
Agreement and any amendment hereto, may be executed by any authorized representative of Vendor. Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement or any
amendment hereto.
27. Change in Company Name or Ownership. Vendor must notify City’s Purchasing
Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining
updated City records. The president of Vendor or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal documentation such
as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s
resolution approving the action, or an executed merger or acquisition agreement. Failure to provide the
specified documentation so may adversely impact future invoice payments.
28. No Boycott of Israel. If Vendor has fewer than 10 employees or this Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2271 of the Texas Government Code, the City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel”
and “company” has the meanings ascribed to those terms in Section 2271 of the Texas Government Code.
By signing this Agreement, Vendor certifies that Vendor’s signature provides written verification to
the City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of
the Agreement.
29. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in
accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a
contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from
public funds of the City with a company with 10 or more full-time employees unless the contract contains
a written verification from the company that it: (1) does not boycott energy companies; and (2) will not
boycott energy companies during the term of the contract. To the extent that Chapter 2276 of the
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Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Vendor’s signature provides written verification to City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
30. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1) does not have a
practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm
trade association. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Vendor’s signature provides written
verification to City that Vendor: (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
31. Electronic Signatures. This Agreement may be executed by electronic signature, which
will be considered as an original signature for all purposes and have the same force and effect as an original
signature. For these purposes, “electronic signature” means electronically scanned and transmitted versions
(e.g. via pdf file or facsimile transmission) of an original signature, or signatures electronically inserted via
software such as Adobe Sign.
32. Entirety of Agreement. This Agreement contains the entire understanding and agreement
between City and Vendor, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
(signature page follows)
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ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: ___________________________
Name: Valerie Washington
Title: Assistant City Manager
Date: _______________
APPROVAL RECOMMENDED:
By: ______________________________
Name: Marilyn Marvin
Title: Property Management Department
Director
ATTEST:
By: ______________________________
Name: Jannette Goodall
Title: City Secretary
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration of
this contract, including ensuring all performance and
reporting requirements.
By: ______________________________
Name: Denise Garcia
Title: Purchasing Manager
APPROVED AS TO FORM AND LEGALITY:
By: ______________________________
Name: Amarna Muhammad
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
M&C Approved: N/A
Form 1295:N/A
VENDOR:
Liquidity Services Operations, LLC dba
GovDeals
By:
Name: Michael Price
Title: Vice President, Revenue
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EXHIBIT A
SCOPE OF SERVICES
1.0 SCOPE
1.1 The Vendor will facilitate the sale of City-owned salvage, operational, or non-repairable
vehicles, parts, tools, and equipment through online auctions on an “as needed basis” for
the Property Management Department.
1.2 The Vendor will tow, transport, store, and publish all vehicles and equipment to be
auctioned, unless agreed upon with the City. No charges will be accepted by the City for
storage, auction management, or any additional fees not listed on Exhibit B, Payment
Schedule.
1.3 The Vendor will manage auction software and/or website where auction vehicles and
equipment will be listed and bid out.
1.4 The Vendor will have a valid auctioneer license at the start of the agreement and maintain
it throughout the term of the Agreement.
1.5 The Vendor will comply with all applicable laws.
1.6 Following the award of this Agreement, additional products and services of the same
general category that could have been encompassed in the award, and that are not already
made a part of the Agreement, may be added based on the discount provided on Vendor’s
proposal (if applicable).
2.0 DEFINITIONS
2.1 Auction List - A list of vehicles and equipment available for sale in an auction
provided to the Vendor.
2.2 Auction Preview - a designated period before an auction when potential
bidders can inspect the items up for auction.
2.3 Title - A legal document proving ownership of a vehicle or equipment,
often required for transfer at auction.
2.4 Salvage Title – A legal document deeming a vehicle damaged to a point beyond
reasonable repair and considered a total loss.
2.5 Bill of Sale - A legal document outlining the details of a transaction, transferring
ownership from seller to buyer.
2.6 Minimum Reserve - The minimum price the City is willing to accept for a vehicle or
equipment at auction.
2.7 Auction Lots - Individual items or groups of items being auctioned as a unit, typically
numbered for identification.
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2.8 Vehicle Identification Number (VIN) - A unique 17-character code used to identify
a specific vehicle.
2.9 Bidder or Customer - An individual or entity placing bids in an auction,
aiming to purchase vehicles or equipment.
3.0 PRE-AUCTION REQUIREMENTS
3.1 The City will provide the Vendor with an electronic copy of the auction list for the
vehicles and equipment to be auctioned that will include at a minimum, the unit
number, make and model of the vehicle, VIN, mileage on the vehicle, pickup location,
and whether or not a title and key is included.
3.2 The Vendor will not divide auction lots unless authorized and approved by
the City.
3.3 The Vendor will respond to the City within five (5) business days of receipt of the
auction list. The Vendor’s response must include acceptance of auction items and the
scheduled pickup date(s) and time(s).
3.4 The Vendor will keep available and in functional condition all necessary equipment,
tools, and facilities to complete the requirements of the scope throughout the life of
the agreement.
3.5 The City reserves the right to inspect all equipment, tools, and facilities required
to be used in the performance of the agreement before, during and after the
award of the agreement.
3.6 The City will have decals removed from vehicles and equipment before the
vehicles or equipment are removed from the property by the Vendor or Vendor’s
designee.
3.7 The Vendor will take possession of any property and equipment to be sold out of
their facility.
3.8 The Vendor will take possession of an auction item when Vendor begins to load an
auction item onto Vendor’s transport vehicle from City’s property for transport to
Vendor’s property.
3.9 All vehicles or equipment will be picked up and removed by the Vendor or Vendor’s
designee at the designated and agreed upon pick up time and location, unless the City
and Vendor mutually agree on a different location prior to the sale of the vehicle or
equipment.
3.10 Pick up and removal of the vehicles and equipment from the City’s Service
Locations will occur Monday-Thursday between the hours of 8:00AM to 3:00PM
CST.
3.11 The Vendor will be responsible for towing all vehicles and equipment to
be stored at the Vendor’s facility.
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3.12 The tow truck driver will be responsible for bringing the auction list with them to
verify the following information before picking up the vehicle or equipment: the
equipment serial number or VIN, and vehicle or equipment description match what
is listed on the auction list. If the vehicle or equipment’s information doesn’t match,
the tow truck driver must notify City staff on-site immediately before loading the
vehicle or equipment for pick-up.
3.13 The list of City of Fort Worth locations where the vehicles and equipment
will be picked up are listed below:
Service Locations
Location Name Address
JamesAvenueService Center 5021 James Avenue Fort
Worth, Texas 76115
Southside Service Center 4100 Columbus Trail Fort
Worth, Texas 76133
Brennan Street Service Center 2500 Brennan Avenue Fort
Worth, Texas 76106
Bolt Street Service Center 2920 W Bolt St
Fort Worth, Texas 76110
Northside Service Center 317 Hillshire Drive Fort
Worth, Texas 76052
3.14 The City of Fort Worth reserves the right to add and/or delete locations during the course
of this agreement.
3.15 In rare instances, the City and Vendor must mutually agree to designate the vehicles
or equipment to be stored on the City’s property during the auction. The
determination will be made prior to or upon pickup.
3.16 Upon taking possession of an auction item, the Vendor’s insurance coverages set forth
in Section 10.0 will cover all claims for damage to an auction item, except for Acts of
God.
3.17 If available, keys for each auction item will be provided to the tow truck driver at
the time of pickup.
3.17.1 For most police vehicles, the locks and ignitions will be disabled.
3.18 After Vendor takes possession of an auction item, the Vendor will be responsible for
the clean-up and disposal of petroleum products or chemical spills coming from an
auction item, and all costs associated with the clean-up and disposal.
3.19 The Vendor will store vehicles and equipment for auction in a secure location.
3.20 The City of Fort Worth reserves the right to request a minimum reserve for each
Vendor Services Agreement Page 14 of 19
auction item and the ability to change the minimum reserve, when necessary.
3.21 The Vendor will be responsible for taking photographs of vehicles and equipment
to be auctioned.
3.22 The Vendor will place auction items in designated lots, tracking the progress of each
item in each lot from the auction list provided by the City.
3.23 The Vendor will send a link to the posting of the vehicles and equipment for approval
to the city representative(s) three (3) business days prior to the start date of the
auction so the City can verify all information is correct.
3.23.1 The City will acknowledge receipt of the link, if no revisions to the
posting(s) need to be made. If any revisions are needed to ensure the
posting(s) are consistent with the information on the auction list, the City will
provide the revisions to the Vendor.
3.24 The Vendor’s website will provide the following information for each auction item: a
minimum of six (6) pictures, the unit number, the vehicle make & model, the mileage
on the vehicle, the VIN, whether or not a title and key is included, and all terms and
conditions for the purchase.
3.25 The Vendor’s website will allow for multiple City auctions along with other
agency’s auctions.
3.26 The website will be intuitive and user-friendly, allowing the general public to easily
access information about the desired auction, view images, and submit a bid without
difficulty. The website will also have the ability to host an unlimited number of
customers and auctions as needed.
3.27 The auction website will be available 7 days a week, 24 hours a day.
4.0 AUCTION REQUIREMENTS
4.1 The auction will begin no later than five (5) business days after the link to the posting
has been submitted to the City.
4.2 All auction previews for vehicles and equipment located at the Vendor’s facility must
be coordinated by the Vendor with the potential customers.
4.3 If the City and Vendor authorize a vehicle or equipment to be stored at a City
location during an auction, the auction preview must be coordinated between the
Vendor and the City representative. Auction previews at all City locations will be by
appointment only; Monday- Thursday between the hours of 8:00AM to 3:00 PM
CST; no walk-ins will be accepted.
4.4 Certificate of title and all related paperwork such as seller-specific bill of sale, will be
picked up by the assigned vendor personnel prior to the auction end date.
4.5 The Vendor will be responsible for all communication with potential customers
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during and after the auction.
4.6 The auction will run for a minimum duration of seven (7) calendar days, but no
more than 14 calendar days.
4.7 The Vendor will sell all auction items on an "As Is, Where Is" basis without any
warranty of any kind, expressed or implied.
4.8 The Vendor will provide all necessary personnel to perform services within the
specified timelines.
4.9 The Vendor will ensure all personnel are qualified to perform the services and
does so in a professional manner.
4.10 Many customers that participate in City auctions are Spanish-speaking only. The
Vendor is encouraged to have a minimum of one (1) fluent Spanish speaking
employee available for all auction-related functions.
4.11 The Vendor will handle customer registration and assign bidder numbers. Customer
information gathered at the time of registration will include the customer’s name,
current address, telephone of the person registered to bid, name as it should appear on
the title and/or receipt, and method of payment.
4.12 The Vendor will register only those individuals who have complied with auction
rules.
4.13 The Vendor will inform bidders of the terms and conditions of the auction and
release the City from claims on warranties. Sales will be made to the highest bidders
who have complied with auction rules.
4.14 The City of Fort Worth's (CFW) Personnel Rules and Regulations and the Fort Worth
City Code prohibit City employees from either directly or indirectly purchasing any
property or services from the City, with the exception of those that are provided to City
residents, such as water and sewer services. In order to comply with this regulation,
the Vendor will submit a list of the buyer's name, address, and phone number for all
the winning bidders at close of auction for verification to City's Contract Compliance
Manager or Designee.
4.15 The City has three (3) business days to review the list and advise the Vendor if any
bidder is identified as a City employee or immediate family member of a City
employee. The Vendor will not award a bid to an identified City employee or
immediate family member.
4.16 The Vendor will be responsible for notifying any bidder identified as a City employee
or their immediate family member of their disqualification from purchasing any City
property. The Vendor will proceed with awarding the bid to the next highest bidder.
4.17 The Vendor will use a method that is standard practice within the online auction
industry to administer the auction process for each asset.
Vendor Services Agreement Page 16 of 19
5.0 PAYMENT REQUIREMENTS
5.1 The Vendor will collect payment for auction items at their property or on their online
platform.
5.2 The Vendor will be responsible for listing all forms of accepted payment and any
required documents at the auction site, and included on all auction
advertisements/postings on the Vendor’s website.
5.3 The Vendor will charge and collect from the customer of each auction item the
purchase price and all applicable taxes. The Vendor will collect payment in full from
each customer before the customer may pick up the auction item from the Vendor’s or
City’s facility.
5.4 If the Vendor accepts personal checks or other methods of payment from
customers, the check or payment will be made in the Vendor’s name.
5.5 The Vendor will be fully responsible for the security of the funds after the auction closes
and until the funds are delivered to the assigned City representative.
5.6 The Vendor will be responsible to collect any applicable sales taxes.
5.7 The Vendor will be responsible for making all sales tax payments to the State of
Texas Comptroller’s Office at the prevailing rate.
5.8 All costs associated with the auction services, with the exception of the flat rate
towing fee, should be included in the Vendor's Commission Percentage on Exhibit B,
Payment Schedule. No additional fees will be paid.
5.9 The Vendor will provide a receipt to each customer that will include the customer’s
contact information, the lot number of the item purchased, the description of the
vehicle or equipment, the bid amount, any applicable taxes or fees, and the payment
method used for the purchase.
5.10 Time for payout by successful customers will not exceed five (5) business days from
the auction end date. At the end of the five (5) business days, if complete payment
has not been made, the customer will be deemed as a no pay/walk, and will not be
allowed to participate in future online City auctions for a period of no less than one
year.
5.11 Any goods left behind for nonpayment or any other reason may be:
5.11.1 Sold to the next highest bidder; or
5.11.2 Resold at next available auction to the highest bidder.
5.12 Within fourteen (14) business days following an auction end date, the Vendor will pay
the City the proceeds from the auction items sold, less the Vendor’s commission and
flat rate towing fee, if applicable.
Vendor Services Agreement Page 17 of 19
5.12.1 For accounting purposes, the flat rate towing fee cannot be
charged to the City until the Vendor sells the vehicle or
equipment.
5.13 Payments will be made by the Vendor to the City by wire transfer or an
Automated Clearing House (ACH) Payment. The City will not be responsible
for any fees associated with the wire transfers or ACH payments.
5.13.1 A Payment Detail Summary of the wire transfer or ACH
payment will be sent to the designated representative in the
Financial Management Services Department to begin processing
the payment.
6.0 REPORTING REQUIREMENTS
6.1 When Vendor makes payment to the City, the Vendor will submit the following
computer-generated reports to the PMD Fleet Division:
6.1.1 A spreadsheet with the final auction results titled “Lot Sales Report” with
each lot number, lot description, final sales price, if a towing fee was
charged, and winning customer number and/or name;
6.1.2 Summary statement that includes: the total sales amount, less the towing
charges, less the commission, the total amount due to the City, and the sales
tax collected.
6.1.3 A list of buyers indicating their name, address, email, telephone number, the
lot number for the vehicle or equipment, and the amount they paid for the
auction item; and
6.1.4 A list of all unsold auction items.
6.1.5 If any additional reports are requested by the City throughout the course of
the contract, the Vendor will work with the City to provide all necessary
reports in a timely manner.
6.2 The Vendor will maintain digital versions of the reports in sections 6.1.1 - 6.1.4 for
at least three (3) years in the case of a request by the City.
7.0 ADDITIONAL POST-AUCTION REQUIREMENTS
7.1 No auction items will be transported, or shipped, or arranged to be transported or
shipped by the City to the customer. Coordination of the pickup of all vehicles and
equipment from the City locations will be the responsibility of the Vendor to
arrange. It is the customer’s responsibility to pick up and load the vehicle or
equipment with the supervision of a Vendor representative unless otherwise directed
by the City.
Vendor Services Agreement Page 18 of 19
7.2 Unless otherwise directed by the City, unsold vehicles and equipment will be
rescheduled for the next available auction.
Vendor Services Agreement Page 19 of 19
EXHIBIT B
PAYMENT SCHEDULE
Description UOM Unit Price
Fee, Towing Flat Rate, Light Duty, Gross Vehicle Weight of 10,000 lbs
or less EA $90.00
Fee, Towing Flat Rate, Medium Duty, Gross Vehicle Weight of 10,001
lbs- 26,000 lbs EA $200.00
Fee, Towing Flat Rate, Heavy Duty, Gross Vehicle Weight of 26,001
lbs or more EA $500.00
Percentage Commission Paid to the City per Section 3 of the Vendor
Services Agreement
EA 0.5%