City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
CITYWIDE MASTER AGREEMENT (CMA)
CONTRACT NUMBER MA# 106-498385
BETWEEN
CITY OF ANAHEIM
AND
LIQUIDITY SERVICES OPERATIONS LLC
FOR
ONLINE SURPLUS AUCTION SERVICES
This Master Agreement MA# 106-498385 for Online Surplus Auction Services, (hereinafter referred to as “Contract”) is made and entered into as of the date fully executed by and between the City of Anaheim, a municipal corporation duly organized and validly existing under the laws of the State of California and the Charter City of Anaheim, (hereinafter referred to as “City”) with a place of business at 200 S. Anaheim Blvd., Suite 620, Anaheim, CA 92805 and Liquidity Services Operations LLC , (hereinafter referred to as “Contractor”), w ith a place of business at 100 Capitol Commerce Blvd., Suite 110 Montgomery, AL 36117, with City and Contractor sometimes individually referred to as (“Party”), or collectively referred to as (“Parties”).
ATTACHMENTS
This Contract is comprised of this document and the following Attachments, which are attached hereto and incorporated by reference into this Contract:
Attachment A – Scope of Work
Attachment B – Pricing, Payment, and Compensation
Attachment C – Cooperative Agreement – County of Orange Contract No. MA-017-22010439
RECITALS
WHEREAS, the City has identified County of Orange Cooperative Contract No. MA -017- 22010439 as a result of a competitive Request for Proposal 017-C031475-RG for Online Surplus Auction Services, and Contractor represented that it is qualified to provide Online Surplus Auction Services; and WHEREAS, the City of Anaheim /Central Purchasing Office desires to enter into Contract MA#106-498385 with Contractor pursuant to the Scope of Work, Pricing, and Terms and Conditions; and WHEREAS, Contractor agrees to provide the Online Surplus Auction Services effective upon all necessary signatures and effective through 5/23/2027; and NOW, THEREFORE, the Parties mutually agree as follows:
ARTICLES
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
General Terms and Conditions:
A. Governing Law and Venue: This Contract has been negotiated and executed in the state of California and shall be governed by and construed under the laws of the state of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another County.
B. Entire Contract: This Contract contains the entire Contract between the Parties with respect to the matters herein, and there are no restrictions, promises, warranties or undertakings other than those set forth herein or referred to herein. No exceptions, alternatives, substitutes or revisions are valid or binding on City unless authorized by City in writing. Electronic acceptance of any additional terms, conditions or supplemental Contracts by any City employee or agent, including but not limited to installers of software, shall not be valid or binding on City unless accepted in writing by City’s Purchasing Agent or designee.
C. Amendments: No alteration or variation of the terms of this Contract shall be valid unless made in writing and signed by the P arties; no oral understanding or agreement not incorporated herein shall be binding on either of the Parties; and no exceptions, alternatives, substitutes or revisions are valid or binding on City unless authorized by City in writing.
D. Taxes: Unless otherwise provided herein or by law, price quoted does not include California state sales or use tax. Out -of-state Contractors shall indicate California Board of Equalization permit number and sales permit number on invoices, if California sales tax is added and collectable. If no permit numbers are shown, sales tax will be deducted from payment.
E. Delivery: Timely delivery is of the essence in this Contract. City reserves the right to refuse any commodities and services and to cancel all or any part of the commodities not conforming to applicable specifications, drawings, samples or descriptions or services that do not conform to the prescribed scope of work. Acceptance of any part of the order for commodities shall not bind City to accept future shipments nor deprive it of the right to return commodities already accepted at Contractor’s expense. Over shipments and under shipments of commodities shall be only as agreed to in writing by City. Delivery shall not be deemed to be complete until all commodities or services have actually been received and accepted in writing by City.
F. Acceptance Payment: Unless otherwise agreed to in writing by City, 1) acceptance shall not be deemed complete unless in writing and until all the commodities/services have actually been received, inspected, and tested to the satisfaction of City, and 2) payment shall be made in arrears after satisfactory acceptance.
G. Warranty: Contractor expressly warrants that the online surplus auction services covered by this Contract are 1) free of liens or encumbrances, 2) merchantable and good for the ordinary purposes for which they are used, and 3) fit for the particular purpose for which they are intended.
Acceptance of this order shall constitute an agreement upon Contractor’s part to indemnify, defend and hold City and its indemnities as identified in Article “Z” harmless from liability, loss, damage and expense, including reasonable counsel fees, incurred or sustained by City by reason of the failure of the goods/services to conform to such warranties, faulty work performance, negligent or unlawful acts, and non-compliance with any applicable state or federal codes, ordinances, orders, City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
or statutes, including the Occupational Safety and Health Act (OSHA) and the California Industrial Safety Act. Such remedies shall be in addition to any other remedies provided by law.
H. Patent/Copyright Materials/Proprietary Infringement: Unless otherwise expressly provided in this Contract, Contractor shall be solely responsible for clearing the right to use any patented or copyrighted materials in the performance of this Contract. Contractor warrants that any software as modified through services provided hereunder will not infringe upon or violate any patent, proprietary right, or trade secret right of any third party. Contractor agrees that, in accordance with the more specific requ irement contained in paragraph “Z” below, it shall indemnify, defend and hold City and City Indemnitees harmless from any and all such claims and be responsible for payment of all costs, damages, penalties and expenses related to or arising from such claim(s), including, costs and expenses but not including attorney’s fees.
I. Assignment: The terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators and assigns of the P arties. Furthermore, neither the performance of this Contract nor any portion thereof may be assigned by Contractor without the express written consent of City . Any attempt by Contractor to assign the performance or any portion thereof of this Contract without the express written consent of City shall be invalid and shall constitute a breach of this Contract.
J. Non-Discrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.
K. Termination: In addition to any other remedies or rights it may have by law, City has the right to immediately terminate this Contract without penalty for cause or after 30 days’ written notice without cause, unless otherwise specified. Cause shall be defined as any material breach of contract, any misrepresentation or fraud on the part of Contractor. Exercise by City of its right to terminate Contract shall relieve City of all further obligation.
L. Consent to Breach Not Waiver: No term or provision of this Contract shall be deemed waived, and no breach excused, unless such waiver or consent shall be in writing and signed by the P arty claimed to have waived or consented. Any consent by any party to, or waiver of, a breach by the other, whether express or implied, shall not constitute consent to, waiver of, or excuse for any other different or subsequent breach.
M. Independent Contractor: Contractor shall be considered an independent contractor and neither Contractor, its employees, nor anyone working under Contractor shall be considered an agent or an employee of City. Neither Contractor, its employees nor anyone working under Contractor shall qualify for workers’ compensation or other fringe benefits of any kind through City.
N. Performance Warranty: Contractor shall warrant all work under this Contract, taking necessary steps and precautions to perform the work to City ’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion , and coordination of all documentation and other commodities/services furnished by Contractor under this Contract.
Contractor shall perform all work diligently, carefully, and in a good and workmanlike manner; shall furnish all necessary labor, supervision, machinery, equipment, materials, and supplies, shall at its sole expense obtain and maintain all permits and licenses required by public authorities, City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
including those of City required in its governmental capacity, in connection with performance of the work. If permitted to subcontract, Contractor shall be fully responsible for all work performed by subcontractors.
O. Insurance Requirements: Without limiting the City’s right to indemnification, it is agreed that Contractor shall secure, prior to commencing, any activities under this Contract , and maintain, during the term of this Contract, insurance coverage as follows:
Coverage Minimum Limits
Commercial General Liability
$2,000,000 occurrence
$4,000,000 aggregate
Automobile Liability including coverage for owned,
non-owned and hired vehicles
$2,0000,000 combine single limit per
occurrence
Workers’ Compensation
Statutory
Employers’ Liability Insurance
$1,000,000 per occurrence
Employee Dishonesty Insurance (Client
Coverage) $100,000 per occurrence
Workers’ Compensation Insurance as required by California law and Employers Liability Insurance in an amount not less than $1,000,000. This requirement may be satisfied by execution of a waiver confirming exemption from the California workers compensation statutory requirements if there are no statutory employees.
Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $2,000,000 per occurrence , $4,000,000 aggregate. Such insurance shall be written on a primary basis and may include a deductible or self-insurance retention of not more than $10,000 per occurrence or claim, provided that such deductible or SIR is disclosed to City, in writing, at the inception of this Agreement and approved by the Risk Manager for City.
Comprehensive Automobile Liability Coverage, as required by California law, including— as applicable—owned, non-owned, and hired autos, in an amount not less than $2,000,000 per occurrence, combined single limit. Such insurance shall be written on a primary basis and may include a deductible or self-insurance retention of not more than $10,000 per occurrence or claim, provided that such deductible or SIR is disclosed to City, in writing, at the inception of this Agreement and approved by the Risk Manager for City.
Contractor is responsible for satisfaction/payment of all deductibles and Self-Insured Retentions (SIR).
Contractor may satisfy these requirements with primary and excess/umbrella coverage subject to review and acceptance by the Risk Manager for City.
City’s Risk Manager is authorized to amend the requirements or approve exceptions to the above requirements as set forth herein in the event such reductions or Contractor generated exception requests or amendments as to form is/are in City’s best interest.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
Each insurance policy or certificate of insurance required by this Agreement shall contain the following clauses:
“In the event of any payment under this policy, we waive our right of recovery against the City of Anaheim and their respective officers, officials, and employees.”
Each insurance policy or certificate of insurance required by this Agreement, excepting policies for workers’ compensation, shall contain the following clauses or endorsements:
“It is agreed that any insurance maintained by the City of Anaheim shall apply in excess of, and not contribute with Coverage provided by this policy.”
“The City of Anaheim, their officers, officials, and employees are added as additional insureds per the Insurance Services Office Inc. form endorsement known as CG 20 11 01 96 ADDITIONAL INSURED – MANAGERS OR LESSORS OF PREMISES, or, as an alternative, eit her an endorsement or insurance policy language which provides coverage, terms and conditions to said additional insureds which are equal to or better than the coverage, terms and conditions provided by the CG 20 11 01 96 endorsement.”
Insurance certificates should state:
City of Anaheim
Attn: Purchasing Division
200 S. Anaheim Blvd, Suite 620
Anaheim, CA 92805
Insurance certificates should be emailed to [email protected]
Any insurance required under this Agreement must be written by an insurance company admitted to do business in California.
P. Changes: Contractor shall make no changes in the work or perform any additional work without City’s specific written approval.
Q. Change of Ownership/Name, Litigation Status, Conflicts with City Interests: Contractor agrees that if there is a change or transfer in ownership of Contractor’s business prior to completion of this Contract, and City agrees to an assignment of Contract, the new owners shall be required under the terms of sale or other instruments of transfer to assume Contractor’s duties and obligations contained in this Contract and complete them to the satisfaction of City.
City reserves the right to immediately terminate Contract in the event City determines that the assignee is not qualified or is otherwise unacceptable to City for the provision of services under Contract.
In addition, Contractor has the duty to notify City in writing of any change in Contractor ’s status with respect to name changes that do not require an assignment of Contract. Contractor is also obligated to notify City in writing if Contractor becomes a party to any litigation against City, or a party to litigation that may reasonably affect Contractor’s performance under Contract, as well as any potential conflicts of interest between Contractor and City that may arise prior to or during the period of Contract performance. While Contractor will be required to provide this information City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
without prompting from City any time there is a change in Contractor’s name, conflict of interest or litigation status, Contractor must also provide an update to City of its status in these areas whenever requested by City.
Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with City interests. In addition to Contractor, this obligation shall apply to Contractor’s employees, agents, and subcontractors associated with the provision of goods and services provided under this Contract. Contractor’s efforts shall include, but not be limited to establishing rules and procedures preventing its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers in the performance of their duties.
R. Force Majeure: Contractor shall not be assessed with liquidated damages or unsatisfactory performance penalties during any delay beyond the time named for the performance of this Contract caused by any act of God, war, civil disorder, employment strike or other cause b eyond its reasonable control, provided Contractor gives written notice of the cause of the delay to City within 36 hours of the start of the delay and Contractor avails himself of any available remedies.
S. Confidentiality: Contractor agrees to maintain the confidentiality of all City and City-related records and information pursuant to all statutory laws relating to privacy and confidentiality that currently exist or exist at any time during the term of this Contract. All such records and information shall be considered confidential and kept confidential by Contractor and Contractor’s staff, agents and employees.
T. Compliance with Laws: Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by City in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by City . Contractor acknowledges that City is relying on Contractor to ensure such compliance, and pursuant to the requirements of paragraph “Z” below, Contractor agrees that it shall defend, indemnify and hold City and City Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.
U. Freight: Prior to City ’s express acceptance of delivery of products. Contractor assumes full responsibility for all transportation, transportation scheduling, packing, handling, insurance, and other services associated with delivery of all products deemed necessary under Contract.
V. Severability: If any term, covenant, condition or provision of this Contract is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.
W. Attorney Fees: In any action or proceeding to enforce or interpret any provision of this Contract, each Party shall bear their own attorney’s fees, costs and expenses.
X. Interpretation: This Contract has been negotiated at arm’s length and between persons sophisticated and knowledgeable in the matters dealt with in this Contract. In addition, each Party has been represented by experienced and knowledgeable independent legal counsel of their own choosing or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do so. Each P arty further acknowledges that they have not been influenced to any City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
extent whatsoever in executing this Contract by any other party hereto or by any person representing them, or both. Accordingly, any rule or law (including California Civil Code Section 1654) or legal decision that would require interpretation of any ambiguities in this Contract against the Party that has drafted it is not applicable and is waived. The provisions of this Contract shall be interpreted in a reasonable manner to affect the purpose of the Parties and this Contract.
Y. Employee Eligibility Verification: Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. Contractor shall obtain from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. Contractor shall indemnify, defend with counsel approved in writing by City, and hold harmless, City, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against Contractor or City or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.
Z. Hold Harmless and Indemnification: To the fullest extent permitted by law, Contractor agrees to indemnify, defend, at City’s option, and hold harmless City , its officials, officers, employees, agents, and representatives from and against any and all claims, losses, damages, defense costs, or liability, of any kind or nature (collectively referred to hereinafter as “Claims”), arising out of or in connection with Contractor’s (or Contractor’s contractors’ or subcontractors’, if any) (i) acts, errors, or omissions, (ii) performance or failure to perform, (iii) goods or services provided, or (iv) work performed by, or on behalf of, Contractor, relative to this Agreement, except for those Claims which arise out of the sole negligence or willful misconduct of City.
The obligations set forth in this indemnification provision (i) shall be in effect without regard to whether City, Contractor, or any other person maintains, or fails to maintain, insurance coverage, or a self -insurance program, for any such Claims and (ii) shall survive the termination of this Agreement.
AA. Audits/Inspections: Contractor agrees to permit the City’s authorized representative (including auditors from a private auditing firm hired by City ) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of Contr act including, but not limited to, the costs of administering Contract . City will provide reasonable notice of such an audit or inspection. City reserves the right to audit and verify Contractor’s records before final payment is made.
Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to City to audit records and interview staff of any subcontractor related to performance of this Contract.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
Should Contractor cease to exist as a legal entity, Contractor’s records pertaining to this Contract shall be forwarded to City’s project manager.
BB. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon budget approval for each fiscal year covered by this Contract. If such approval, funding or appropriations are not forthcoming, or are otherwise limited, City may immediately terminate or modify this Contract without penalty.
CC. Expenditure Limit: Contractor shall notify City of Anaheim in writing when the expenditure against Contract reaches 75 percent of the dollar limit on Contract. City will not be responsible for any expenditure overruns and will not pay for work exceeding the dollar limit on Contract unless a change order to over those costs has been issued.
DD. California Public Records Act: Contractor and City agree and acknowledge that all information and documents related to the award and performance of this Contract may be subject to disclosure pursuant to the California Public Records Act, California Government Code Section 7920.000 et seq. Contractor shall not respond to any California Public Records Act request directed at City; all responses shall be handled by City.
City Additional Terms and Conditions:
1. Scope of Contract: This Contract specifies contractual terms and conditions by which City will procure Online Surplus Auction Services from Contractor as further detailed in the Scope of Work, identified and incorporated herein by this reference as “Attachment A”.
2. Term of Contract: This Contract shall commence upon execution of all necessary signatures and shall be effective upon all necessary signatures through 5/23/2027, unless otherwise terminated by City.
3. Adjustments – Scope of Work: No adjustments made to the Scope of Work will be authorized without prior written approval of the Purchasing Agent or designee.
4. Bills and Liens: Contractor shall pay promptly all indebtedness for labor, materials and equipment used in performance of the work. Contractor shall not permit any lien or charge to attach to the work or the premises, but if any does so attach, Contractor shall promptly procure its release and, in accordance with the requirements of paragraph “Z” above, indemnify, defend, and hold City harmless and be responsible for payment of all costs, damages, penalties and expenses related to or arising from or related thereto.
5. Changes in Specifications: No changes shall be made in the specifications unless authorized by the City. The City shall have the right to make reasonable changes at any time, if no cost is associated with those changes, including drawings that are a part thereof or made a part thereof by reason of the changes.
6. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended, Section 504 of the Rehabilitation Act of 1973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
7. Americans with Disabilities Act (ADA): Section 504 of the Rehabilitation Act of 1973 as amended; Title VI and VII of the Civil Rights Act of 1964 as amended; Americans with Disabilities Act, 42 USC 12101; California Code of Regulations, Title 2, Title 22: California Government Code, Sections 11135, et seq; and other federal and state laws and executive orders prohibit discrimination. All programs, activities, employment opportunities, and services must be made available to all persons, including persons with disabilities.
8. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this Contract and that all requirements of the Contractor have been fulfilled to provide such actual authority.
9. Breach of Contract: The failure of Contractor to comply with any of the provisions, covenants or conditions of this Contract shall be a material breach of this Contract. In such event City may, and in addition to any other remedies available at law, in equity, or otherwise specified in this Contract:
a. Terminate Contract immediately, pursuant to Article K herein; and
b. Afford Contractor written notice of the breach and ten (10) calendar days or such shorter time that may be specified in this Contract within which to cure the breach; and
c. Discontinue payment to the Contactor for and during the period in which Contractor is in breach; and
d. Offset against any monies billed by Contractor but unpaid by City those monies disallowed pursuant to the above.
10. Conduct on City Premises: Contractor shall, at all times, comply with and abide by all reasonable policies and procedures of City (or that may be established thereby, from time to time) that pertain to conduct on C ity’s premises, possession or distribution of contraband, or the access to, and security of, the Party’s real property or facilities, to the extent that Contractor has been provided with a copy of each such policy or procedure. Contractor shall exercise due care and diligence to prevent any injur y to persons or damage to property while on C ity’s premises. The operation of vehicles by either Party’s personnel on the other Party’s property shall conform to posted and other applicable regulations and safedriving practices. Vehicular accidents occurring on a Party’s property and involving either Party’s personnel shall be reported promptly to the appropriate Party’s personnel. Each Party covenants that at all times during the term, it, and its employees, agents, and subcontractors shall comply with, and take no action that results in the other Party being in violation of, any applicable federal, state, and local laws, ordinances, regulations, and rules. Each Party’s personnel shall clearly identify themselves as the appropriate Party’s personnel and not as employees of the other Party. When on the other Party’s premises, each Party’s personnel shall wear and clearly display identification badges or tags, as approved by the other Party.
11. Conflict of Interest – Contractor’s Personnel: Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of City. This obligation shall apply to Contractor; Contractor’s employees, agents, and subcontractors associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to establishing precautions to prevent its employees, agents, and subcontractors from providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to influence or appear to influence City staff or elected officers from acting in the best interests of City.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
12. Conflict of Interest – City Personnel: City Council policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract, employ any City employee for any purpose.
13. Contingent Fees: Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees of Contractor or bona fide established commercial or selling agencies maintained by Contractor for the purpose of securing business. For breach or violatio n of this warranty, C ity has the right to terminate this Contract in accordance with the termination clause and at its sole discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee from Contractor.
14. Contractor Bankruptcy/Insolvency: If Contractor should be adjudged bankrupt or should have a general assignment for the benefit of it creditors or if a receiver should be appointed on account of Contractor’s insolvency, City may terminate this Contract immediately for cause pursuant to Paragraph K, Termination.
15. Contractor’s Expense: Contractor is responsible for all costs related to photocopying, telephone communications, fax communications, and parking while on City sites during the performance of work and services under this Contract. City will not provide free parking for any se rvice at City locations.
16. Contractor’s Project Manager and Key Personnel: Contractor shall appoint a Project Manager to direct Contractor’s efforts in fulfilling Contractor’s obligations under this Contract. This Project Manager shall be subject to approval by City and shall not be changed without the written consent of City’s Project Manager, which consent shall not be unreasonably withheld.
Contractor’s Project Manager shall be assigned to this project for the duration of Contract and shall diligently pursue all work and services to meet the project timelines. City’s Project Manager shall have the right to require the removal and replacement of Contractor ’s Project Manager from providing services to City under this Contract. City’s Project Manager shall notify Contractor in writing of such action. Contractor shall accomplish the removal within five (5) business days after written notice by City ’s Project Manager. City ’s Project Manager shall review and approve the appointment of the replacement for Contractor’s Project Manager. City is not required to provide any additional information, reason or rationale in the event it requires the removal of Contractor’s Project Manager from providing further services under Contract.
17. Contractor’s Power and Authority: Contractor warrants that it has the full power and authority to grant the rights herein granted and will hold City hereunder harmless from and against any loss, cost, liability and expense, including reasonable attorney fees, arising out of any breach of this warranty. Further, Contractor avers that is will not enter into any arrangement with any third party which might abridge any rights of City under this Contract.
18. Contractor’s Records: Contractor shall keep true and accurate accounts, records, books and data which shall correctly reflect the business transacted by Contractor in accordance with generally accepted accounting principles. These records shall be stored for a period of three (3) years after final payment is received from City.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
19. Contractor Work Hours and Safety Standards: The Contractor shall ensure compliance with all safety and hourly requirements for employees in accordance with federal, state, and City’s safety regulations and laws.
20. Conditions Affecting Work: Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Any failure by Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to City. City assumes no responsibility for any understanding or representations concerning the nature, location(s) or general conditions made by any of its officers or agents prior to the execution of this Contract, unless such understanding or representations by City are expressly stated in Contract.
21. Data – Title To: All materials, documents, data or information obtained from City data files or any City medium furnished to Contractor in the performance of this Contract will at all times remain the property of City. Such data or information may not be used or copied for direct or indirect use by Contractor after completion or termination of this Contract without the express written consent of City. All materials, documents, data or information, including copies, must be returned to City at the end of this Contract.
22. Debarment: Contractor certifies that neither Contractor not its principles are presently debarred, proposed for debarment, declared ineligible or voluntarily excluded from participation in the transaction by any Federal department or agency.
23. Default – Re-Procurement Costs: In case of Contract breach by Contractor, resulting in termination by City, City may procure the commodities and services from other sources. If the cost for those commodities and services is higher than under the terms of the existing Contract, Contractor will be responsible for paying City the difference between Contract cost and the price paid, and City may deduct this cost from any unpaid balance due Contractor . The price paid by City shall be the prevailing market price at the time such purchase is made. This is in addition to any other remedies available under this Contract and under law.
24. Disputes – Contract: The Parties shall deal in good faith and attempt to resolve potential disputes informally. If the dispute concerning a question of fact arising under the terms of this Contract is not disposed of in a reasonable period of time by the Contractor’s Project Manager and the City‘s Project Manager, as specified in Article 25 “Notices”, such matter shall be brought to the attention of the City Purchasing Agent by way of the following process:
a. The Contractor shall submit to the Purchasing Agent a written demand for a final decision regarding the disposition of any dispute between the P arties arising under, related to, or involving this Contract, unless City , on its own initiative, has already rendered such a final decision.
b. The Contractor’s written demand shall be fully supported by factual information, and, if such demand involves a cost adjustment to Contract, Contractor shall include with the demand a written statement signed by a senior official indicating that the demand is made in good faith, that the supporting data are accurate and complete, and that the amount requested accurately reflects Contract adjustment for which Contractor believes City is liable.
c. In the event a dispute in which the welfare of City residents is at stake and/or immediate City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
procurement action is required to prevent serious economic or other hardship to the City, the Project Manager or designee may
Pending the final resolution of any dispute arising under, related to, or involving this Contract, Contractor agrees to diligently proceed with the performance of this Contract, including the delivery of commodities and/or provision of services. Contractor’s failure to diligently proceed shall be considered a material breach of this Contract.
Any final decision of City shall be expressly identified as such, shall be in writing, and shall be signed by City Purchasing Agent or his designee. If City fails to render a decision within 90 days after receipt of Contractor’s demand, it shall be deemed a final decision adverse to Contractor’s contentions. Nothing in this section shall be construed as affecting City’s right to terminate Contract for cause or termination for convenience as stated in Article K herein.
25. Drug-Free Workplace: Contractor hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. Contractor will:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a)(1).
b. Establish a drug -free awareness program as required by Government Code Section 8355(a)(2) to inform employees about all of the following:
i. The dangers of drug abuse in the workplace; and
ii. The organization’s policy of maintaining a drug-free workplace; and iii. Any available counseling, rehabilitation and employee assistance programs; and iv. Penalties that may be imposed upon employees for drug abuse violations. c. Provide as required by Government Code Section 8355(a)(3) that every employee who works under this Contract:
i. Will receive a copy of the company’s drug-free policy statement; and ii. Will agree to abide by the terms of the company’s statement as a condition of employment under this Contract.
d. Failure to comply with these requirements may result in suspension of payments under Contract or termination of Contract or both, and Contractor may be ineligible for award of any future City contracts if City determines that any of the following has occurred:
i. Contractor has made false certification, or
ii. Contractor violates the certification by failing to carry out the requirements as noted above.
26. Emergency/Declared Disaster Requirements: In the event of an emergency or if the City of Anaheim is declared a disaster area by city, county, state or federal government, Contract may be subjected to unusual usage. Contractor shall service City during such an emergency or declared disaster under the same terms and conditions that apply during non-emergency/disaster conditions.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
The pricing quoted by Contractor shall apply to serving City’s needs regardless of the circumstances. If Contractor is unable to supply the goods/services under the terms of Contract, then Contractor shall provide proof of such disruption and a copy of th e invoice for the goods/services from Contractor’s supplier(s). Additional profit margin as a result of supplying goods/services during an emergency or a declared disaster shall not be permitted. In the event of an emergency or declared disaster, emergen cy purchase order numbers will be assigned. All applicable invoices from Contractor shall show both the emergency purchase order number and Contract number.
27. Errors and Omissions : All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Project Manager and key personnel attached hereto, prior to submission to the City.
Contractor agrees that City review is discretionary, and Contractor shall not assume that the City will discover errors and/or omissions. If the City discovers any errors or omissions prior to approving Contractor’s reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the City or others discover errors or omissions in the reports, files or other written documents submitted by the Contractor after City approval thereof, City approval of Contractor’s reports, files or documents shall not be used as a defense by Contractor in any action between the City and Contractor, and the reports, files or documents will be returned to Contractor for correction.
28. Equal Employment Opportunity: Contractor shall comply with U.S. Executive Order 11246 entitled, “Equal Employment Opportunity” as amended by Executive Order 11375 and as supplemented in Department of Labor regulations (41 CFR, Part 60) and applicable state of California regulations as may now ex ist or be amended in the future. Contractor shall not discriminate against any employee or applicant for employment on the basis of race, color, national origin, ancestry, religion, sex, marital status, political affiliation or physical or mental condition.
Regarding handicapped persons, Contractor will not discriminate against any employee or applicant for employment because of physical or mental handicap in regard to any position for which the employee or applicant for employment is qualified. Contractor agrees to provide equal opportunity to handicapped persons in employment or in advancement in employment or otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicaps in all employment practices such as the following: employment, upgrading, promotions, transfers, advertising, layoffs, terminations, rate of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor agrees to comply with the provisions of Sections 503 and 504 of the Rehabilitation Act of 1973, as amended, pertaining to prohibition of discrimination against qualified handicapped persons in all programs and/or activities as detailed in regulations signed by the Secretary of the Department of He alth and Human Services effective June 3, 1977, and found in the Federal Register, Volume 42, No. 68 dated May 4, 1977, as may now exist or be amended in the future.
Regarding Americans with disabilities, Contractor agrees to comply with applicable provisions of Title 1 of the Americans with Disabilities Act enacted in 1990 as may now exist or be amended in the future.
29. Extraction of City Data: During the term of the Contract, City shall be able to extract City data from Contractor’s system itself without cost at any time. For up to thirty (30) calendar days after expiration or earlier termination of this Contract, cessation of business by Contractor, or any other event preventing Contractor from continuing to perform under this Contract. City shall be able to extract City data from Contractor’s system without cost.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
30. Gratuities: Contractor warrants that no gratuities, in the form of entertainment, gifts or otherwise, were offered or given by Contractor or any agent or representative of Contractor to any officer or employee of City with a view toward securing the Contract or secur ing favorable treatment with respect to any determinations concerning the performances of the Contract. For breach or violation of this warranty, City has the right to terminate this Contract, either in whole or in part, and any loss or damage sustained by C ity in procuring on the open market any services which Contractor agreed to supply shall be borne and paid for by Contractor. The rights and remedies of City provided in this paragraph are not exclusive and are in addition to any other rights and remedies provided by law or under this Contract.
31. Headings: The various headings and numbers herein, the grouping of provisions of this Contract into separate clauses and paragraphs, and the organization hereof are for the purpose of convenience only and shall not limit or otherwise affect the meaning hereof.
32. News/Information Release: Contractor agrees that it will not issue any news releases in connection with either the award of this Contract or any subsequent amendment of or effort under this Contract without first obtaining review and written approval of said news releases from City through City’s Project Manager.
33. No Third-Party Beneficiaries: This Contract is an agreement by and between the Parties, and neither: (1) confers any rights upon any of the employees, agents, or contractors of either Party, or upon any other person or entity not a party hereto; or (b) precludes any actions of claims against, or rights of recovery from, any person or entity not a party hereto.
34. Notices: Any and all notices, requests, demands, and other communications contemplated, called for, permitted, or required to be given hereunder shall be in writing with a copy provided to the Assigned Buyer, except through the course of the Parties’ Project Managers’ routine exchange of information and cooperation during the terms of the work and services. Any written communications shall be deemed to have been duly given upon actual in- person delivery, if delivery is by direct hand, or upon delivery on the actual day of receipt or no greater than four (4) calendar days after being mailed by US certified or registered mail, return receipt requested, postage prepaid, whichever occurs first. The date of mailing shall count as the first day. All communications shall be addressed to the appropriate P arty at the address stated herein or such other address as the P arties hereto may be designated by written notice from time to time in the manner aforesaid.
Contractor: Liquidity Services Operations LLC
Attn: Steve Kranzusch, Vice President and General Manager 100 Capitol Commerce Blvd., Suite 110
Montgomery, AL 36117
Telephone: ( 800) 613-0156
.
Liquidity Services Operations LLC
Attn: Samara Dalrymple
Telephone: (909) 238-1067
[email protected]
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
Central Purchasing: CITY OF ANAHEIM/Central Purchasing Office Attn: Kari Bouffard, Purchasing Agent
200 S. Anaheim Blvd. Suite 620
Anaheim, CA 92805
Telephone: (714) 765-5222
Email: [email protected]
c c: CITY OF ANAHEIM/Central Purchasing Office
Attn: Jessica Alcala, Surplus Administrator
200 S. Anaheim Blvd. Suite 620
Anaheim, CA 92805
Telephone: (714) 765-5110
Email: [email protected]
35. Order Dates: Orders may be placed during the term of the Contract even if delivery may not be made until after the term of the Contract. The Contractor must clearly identify the order date on all invoices to City and the order date must precede the expiration date of the Contract.
36. Orderly Termination: Upon termination or other expiration of this Contract, each Party shall promptly return to the other Party all papers, materials, and other properties of the other held by each for purposes of execution of the Contract. In addition, each Party will assist the other Party in orderly termination of this Contract and the transfer of all assets, tangible and intangible, as may be necessary for the orderly, non- disruptive business continuation of each Party. Contractor shall return all City data in the file format specified by City within thirty (30) days of expiration or earlier termination of this Contract, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor). At City’s sole discretion, Contractor shall return to City or dispose of City surplus property in the possession of Contractor within thirty (30) days of expiration or earlier termination of this Contract, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Contractor); provided that, for any City surplus property in Contractor’s possession that has been sold at the time of Contract expiration or earl ier termination, Contractor shall complete the sale process notwithstanding the expiration or earlier termination of the Contract.
37. Ownership of Documents:
City has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other incidental or derivative work or materials furnished hereunder shall become and remain the sole property of the City and may be used by the City as it may require without additional cost to the City. None of the documents, reports and other incidental or derivative work or furnished materials shall be used by the Contractor without the express written consent of the City.
38. Permits and Licenses: Contractor shall be required to obtain any and all approvals, permits and/or licenses which may be required in connection with the permitted operation as set out herein. No permit approval or consent given hereunder by City in its governmental capacity shall affect or limit Contractor’s obligations hereunder, nor shall any approvals or consents given by City as a party to this Contract, be deemed approval as to compliance or conformance with applicable governmental codes, laws, ordinances, rules, or regulations.
39. Pick-Up/Delivery Location – No Loading Dock: Pick-up and delivery locations may not have loading docks. Contractor is required to make all necessary arrangements for lift trucks or other City of Anaheim
Central Purchasing Office
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means necessary to complete pick -up and/or delivery. Inside pick- up and /or delivery to secured facilities may be required.
40. Precedence: Contract documents consist of this Contract and its exhibits and attachments. In the event of a conflict between or among Contract documents, the order of precedence shall be the provisions of the main body of this Contract, i.e., those provisions set forth in the recitals and articles of this Contract, and then the exhibits and attachments.
41. Publication: No copies of sketches, schedules, written documents, computer-computer based data, photographs, maps or graphs, including graphic artwork, resulting from performance or prepared in connection with this Contract, are to be released by Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without City’s express prior written consent, except as necessary for the performance of the services of this Contract. All press contacts, including graphic display information to be published in newspapers, magazines, etc., are to be administered by the City or only after City approval.
42. Remedies No Exclusive: Th remedies for breach set forth in this Contract are cumulative as to one another and as to any other provided by law, rather than exclusive; and the expression of certain remedies in this Contract does not preclude resort by either Party to any other re medies provided by law.
43. Substitutions: The Contractor is required to meet all specifications and requirements contained herein. No substitutions will be accepted without prior City written approval.
44. Uniforms/Badges/Identification – Contractor Personnel: Contractor warrants that all persons employed to provide services under this Contract have satisfactory past work records indicating their ability to adequately perform the work under this Contract.
All Contractor’s employees shall be required to wear uniforms, badges, or other means of identification which are to be furnished by Contractor and must be worn at all times while working on City property. The Purchasing Agent must be notified in writing, within seven (7) calendar days of execution of Contract, of the uniform and /or badges and/or other identification to be worn by employees prior to beginning work and notified in writing se ven (7) calendar days prior to any changes in this procedure.
45. Usage: No guarantee is given by City to Contractor regarding usage of this Contract. Usage figures, if provided, are approximations. Contractor agrees to supply services and/or commodities requested, as needed by City of Anaheim, at rates/prices listed in Contract , regardless of quantity requested.
46. Usage Reports: Contractor shall submit usage reports on an annual basis to the A ssigned Buyer.
The usage report shall be in a format specified by the City and shall be submitted 90 days prior to the expiration date of Contract term, or any subsequent renewal term, if applicable.
CONTRACT SIGNATURE PAGE TO FOLLOW
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
CONTRACT SIGNATURE PAGE
IN WITNESS WHEREOF , the Parties hereto have caused this Contract to be executed on the dates hereinafter respectively set forth.
DATE OF EXECUTION:
CITY OF ANAHEIM
a municipal corporation
By:
Kari Bouffard, Purchasing Agent
DATE OF EXECUTION:
LIQUIDITY SERVICES OPERATIONS LLC*
By:
Title:
Printed Name:
DATE OF EXECUTION:
LIQUIDITY SERVICES OPERATIONS LLC*
By:
Title:
Printed Name:
ATTEST:
By:
City Clerk of Anaheim
APPROVED AS TO FORM:
ROBERT FABELA, CITY ATTORNEY
By:
Title:
Printed Name:
* If the contracting party is a limited liability company (LLC), signature of any member of the LLC is acceptable, unless the LLC’s articles of organization indicate that the LLC is a manager -managed LLC, in which signatures of two managing-members of the LLC are required.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
ATTACHMENT A
SCOPE OF WORK
I. GENERAL INFORMATION
The City of Anaheim is comprised of 13 departments and over 3,200 employees throughout the City.
The City’s core businesses are public safety, public utilities, public works, housing and community development, community services, and economic development.
Contractor shall provide a complete auction program for C ity surplus personal property. This Contract sets out the requirements, which includes a web- based system for the reallocation of C ity surplus within the City of Orange and its partner entities and for the sale of City surplus to the public.
Requirements also include Contractor pick up of all C ity surplus personal property from C ity, transporting these surplus items to Contractor’s warehouse(s), posting these surplus items for sale to public on Contractor’s website, handling the collection of monies, and releasing the surplus items to the buyer(s).
II. DEFINITIONS:
A. Surplus Officer: Responsible for overseeing the management, redistribution, disposal, and sale of surplus materials, equipment, and assets within an organization.
B. Surplus Administrator : Responsible for collaborating with City departments and Contractor to manage the day-to-day administration of the program.
C. Surplus Site Coordinator: Responsible for collaborating with City departments and Contractor to manage the day-to-day administration of the program.
III. CONTRACTOR REQUIREMENTS
A. SYSTEM REQUIREMENTS:
1. Contractor shall supply a fully functional online surplus auction system (hereinafter referred to as “system”) for the purpose of internally reallocating and/or selling surplus equipment.
2. Surplus system shall be a role -based system for all internal users. System shall have an overall Administrator account that overseas all sub-accounts within the City.
3. System shall provide both pre -formatted and ad hoc reporting capabilities. C ity shall be able to run and customize reports that will be available in Excel format. Reports shall have the capability to be created from all auction activities including internally reallocated items as well as detailed financial and summary reports of all transactions to City. These reports shall have the capability to be generated from an overall system administrator (city-wide) level as well as an end-user level for each City department user.
4. System shall automatically notify internal C ity departments and other governmental entities of available City surplus personal property prior to the items being made available to the general public on the auction site. Notification to be made in a multi -step (tiered) format; C ity departments shall be able to claim items first; City of Anaheim School City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
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Districts second; and members of City’s non-profit program third. In cases of a transfer to an internal C ity department or another governmental entity/school district/non -profit, Contractor shall NOT receive a commission on those transfers.
5. System shall have the capability for C ity to set a zero -dollar amount on all internal reallocations.
6. For all public auctions, C ity shall be able to set a minimum opening bid price, minimum bid increments, as well as a reserve price for each auction.
7. System shall allow C ity to stop auctions, create addendums, move to the next highest bidder, and retract offers, all without any intervention or penalty by Contractor. Contractor shall describe its system of notifying bidders if an auction has been amended, withdrawn, or canceled.
8. System shall provide City a method of duplicating prior auctions and cutting, pasting and editing information from prior auctions that will assist C ity in saving time posting new auctions to the system.
9. System shall allow C ity to upload multiple attachments per auction item. These attachments should include photos, videos and PDF documents that can be viewed as part of the auction.
10. System shall allow Contractor to post C ity’s own Terms and Conditions for each asset offered for sale and provide a quick link to City’s Terms and Conditions. The system must also provide a section on the asset auction page for posting special instructions for each asset that can include important terms from C ity’s Terms and Conditions such as when payment should be made and when an item should be picked up by the winning bidder.
This section can also be used to provide the bidder contact information to inquire about the asset being auctioned or any other helpful information that the bidder may need to make a bid.
11. System shall have simple and uniform methods for bidders to submit bids and have the highest bid price to date posted on the bidding site for all bidders to see. It shall also have a mechanism to notify a bidder if the bidder’s bid has been rejected and su ch notification shall identify the reason for such rejection.
12. System shall have a dynamic closing time on all public sale auctions. Auctions shall automatically extend 5 minutes from the last bid allowing C ity to benefit from any last- minute bidding activity.
13. System shall have an internal method of recording all bids, a method of identifying the winning bidder and a method of identifying the second highest bidder in those instances where the winning bidder reneges on completing the sale. A report of these methods in Excel format shall be made available from Contractor upon City’s request.
14. System shall automatically generate and send both City and Buyer a “PAID” e-mail notice when payment is received or when an item is reallocated to an internal City department or other governmental entity.
15. System shall allow City to create a customizable bill of sale for each auction.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
16. System shall allow C ity to mark each auction as “picked up” after transactions are complete.
17. System shall provide sufficient audit trails that record the user ID and date/time stamp for all transactions so the transactions can be audited.
18. System should allow City to upload documents to closed auctions for record keeping and future audit purposes.
19. System should allow C ity to extract all information and documents from C ity’s assigned online surplus auction account at any time during the term of the Contract.
B. CONTRACTOR RESPONSIBILITIES:
1. Contractor shall be responsible for pick- up, transportation, warehousing, inventory services, accounting, cash handling, tracking, record keeping, security, sales, handling, labor and any other related services in order to ensure the successful operation of C ity’s surplus sales program.
2. Contractor shall provide all necessary transportation of City surplus personal property from City department locations to Contractor’s warehouse(s) where the items will be kept during the online sale period. Rental of additional equipment needed for the de-installation and/or transportation of heavy equipment (such as cranes, safe movers, scissor lifts, etc.) shall be billed ‘at cost’ to City. Contractor shall obtain two (2) written price quotes related to such costs and provide a copy of the quotes to C ity for consideration. Written approval in advance by City is required for all rentals of additional equipment
3. Contractor’s warehouse(s) shall be located within 50 miles of Anaheim, CA 92805.
4. Contractor shall have vehicles, staff/personnel and equipment available to pick up surplus items from City.
5. Contractor shall provide pick- up services within seventy -two (72) hours of request from City.
6. Contractor shall provide secure facility for storage of auction items picked up from City.
7. Contractor shall have a tracking system to track surplus items from time item is picked up until it is
sold.
8. Contractor shall assure City that items will be sold “as-is” and the purchaser will hold City harmless from any potential liability after the sale.
9. Contractor must make at least three (3) attempts to sell item(s) at online auction. If item(s) remain unsold after the third (3 rd) auction, item(s) can be declared valueless. Item(s) can then be disposed of and report provided to City.
10. Contractor shall, at no additional cost to C ity and at C ity’s sole discretion, return to C ity or dispose of C ity surplus property in the possession of Contractor within thirty (30) calendar days of expiration or earlier termination of the Contract; provided that, for any City surplus property in Contractor’s possession that has been sold at the time of Contract City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
expiration or earlier termination, Contractor shall complete the sale process notwithstanding the expiration or earlier termination of the Contract.
11. Contractor shall be responsible for the collection of monies and reimbursement.
12. Contractor shall pay City with proceeds from sales in accordance with Attachment B.
13. Contractor shall keep records of all financial matters pertaining to the sales in accordance with generally accepted accounting principles and financial records must be made available to representatives of City (or any other governmental entity with the jurisdiction to audit).
14. Reallocation / Revenue Report – Contractor shall submit usage reports to the C ity of Anaheim Purchasing Agent, Attn: Surplus Program Administrator during the term of the Contract in a format specified by CPO, when requested.
15. Contractor shall be responsible for any loss or damage to City’s surplus property while in Contractor’s possession.
16. For vehicles, Contractor shall be responsible for towing/transporting all vehicles to be sold by
City.
17. Contractor shall be responsible for performing the smog check, safety inspection and filling out and
filing all DMV and title paperwork after the completion of vehicle sale transaction.
18. Contractor shall transfer all certificates of ownership and perform any necessary weighing of
vehicles.
19. Contractor shall obtain buyer signature on a California DMV form REG 138 “Notice of Transfer
and Release of Liability.” The originals of said notices shall be filed with the DMV by Contractor and copies submitted to City.
20. Contractor shall be responsible for submitting State of California, Air Resources Board “Out-of-
State Sales Verification” for vehicles sold, if applicable.
C. ADDITIONAL REQUIREMENTS
1. Contractor must provide a method of collecting payments from bidders. Contractor shall accept, at a minimum, payment via Pay Pal, wire transfer or credit card.
2. Contractor must have process in place for handling disputes involving payments.
3. Contractor must have documented training tools and processes to train C ity on use of the system. Contractor agrees to create a transition team and provide onsite training to C ity prior to rollout of system at no additional charge. This includes the creation or amendment to any written training materials, guides or handouts.
4. Contractor shall provide all hardware (any specialized equipment needed to utilize the online auction), software and servers needed to operate the system.
5. Contractor shall supply all operating software and applications needed for the system to function.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
6. Contractor shall provide all maintenance and upgrades to the hardware and software over the term of the Contract. All maintenance and upgrades shall be provided at no cost to City.
7. Contractor shall provide and absorb all costs of a secure hosting facility to operate the system and allow City full access to that account.
8. Contractor shall give C ity full access to its assigned online surplus auction account and must allow the user to utilize all aspects of the system via a common internet browser. The system should be available to C ity 24 hours a day, 7 days a week, 365 days a year.
Contractor shall ensure that C ity can upload items whenever it best suits the schedule of City.
9. City shall not be required to install any additional computer hardware or software at the City location. The only requirement shall be that C ity has an internet connection via a common web browser. The system shall not interact with any C ity computer hardware, software or database systems other than accessing C ity account through a common web browser.
10. Contractor shall provide system connectivity to the internet such that it is accessible through industry standard internet connections, web browsers and email. The system must allow access from Windows based systems and Apple compatible systems. The system provided will not require the installation of any special software on the computer systems of any City user.
11. Contractor shall provide all maintenance and support, including email and telephone support needed to operate the auction site. Live customer service support must be available Monday – Friday between the hours of 8:00 A.M. and 5:00 P.M. Pacific Time.
12. Contractor shall provide an emergency phone number to report any after -hours issues related to system failures/outages.
13. Contractor shall provide all security systems, anti-virus and firewalls capable of preventing the hacking of any auction information from the auction servers, capable of preventing the assimilation or distribution of viruses and other programs and capable of preventing any bidder from learning the identity of any other bidder.
14. Contractor shall have contingency plans to backup and recover information, and a disaster recovery plan that covers internet failure, electricity failure or system failures.
15. Contractor shall provide, at no additional cost to C ity, extraction of all information and documents in City’s assigned online surplus auction account, in the file format specified by City, within thirty (30) days of expiration or earlier termination of the Contract.
16. Contractor must have documented process and tools for continually marketing and promoting the system to entice new bidders.
IV. CITY RESPONSIBILITIES
A. Surplus Program Administrator shall provide Contractor with the name, address, telephone, and email address of the Site Coordinator(s) for each individual department.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
B. Surplus Site Coordinator(s) shall notify Contractor when items are ready for pick- up to be auctioned/sold.
C. Site Coordinator(s) are responsible for coordinating with Contractor the lot sizes and minimum bid requirements for City surplus items/lots, if necessary.
D. City departments are responsible for reporting fixed assets and controlled equipment disposition to the City of Anaheim.
E. City shall provide Contractor with access to C ity property, buildings, yards, etc. to facilitate the pickup of surplus items.
F. City shall provide payment information and addresses to Contractor.
G. For Vehicles, City shall:
1. Remove all City markings/decals/logos/stickers/from vehicles.
2. Provide a spreadsheet listing of all vehicles for pick-up to Contractor.
3. Provide vehicle titles and any extra keys to Contractor.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
ATTACHMENT B
COMPENSATION, PRICING AND REVENUE
I. COMPENSATION: This is a fixed fee revenue Contract between City and Contractor for the Online Surplus Auction Services as set forth in Attachment A, Scope of Work.
Contractor agrees to accept the specified compensation as set forth in this Contract as full payment for performing all services and furnishing all staffing and materials required, for any reasonably unforeseen difficulties which may arise or be encountered in the execution of the services until acceptance, for risks connected with the services, and for performance by Contractor of all its duties and obligations hereunder. Contractor shall only be compensated as set forth herein for equipment, supplies, and accessories provided in accordance with the Scope of Work. City shall have no obligation to pay any sum in excess of the fixed rates specified herein unless authorized by amendment in accordance with Articles “C” Amendment and “P” Changes , of the City’s Contract Terms and Conditions.
II. PRICING: The rate, as set forth herein, shall be fixed for the term of the Contract. The rates specified herein shall be inclusive of all costs for labor, transportation (e.g. vehicles, gas etc.), overhead, profit and all other costs associated with providing Online Surplus Auction Services as set forth in the Scope of Work.
Base Services:
The rate also includes Contractor picking up all surplus items and vehicles from City, transporting surplus items to Contractor’s warehouse, posting surplus items for sale to public on Contractor’s website, handling the collection of monies, and releasing the surplus items to the buyer(s).
Description Contractor’s Commission
from Gross Sales Buyer’s Premium*
Vehicles & Heavy Equipment 12% 12%
For miscellaneous items 30% 10%
Note: Buyer’s premium shall be wholly incurred by buyer
Additional Services for Vehicles:
The costs for the additional services listed in Sections A through C below shall be deducted from funds due to City after the sale of items(s) for which the costs were incurred and properly documented on sales report for the item(s).
Description Cost
A. Smog Check/Safety Check (only vehicles sold in CA to non-dealers)
$95
B. Minor Repairs for Vehicle Contractor shall provide
quote to City for approval
C. Heavy Equipment Rental Contractor shall provide
quote City for approval
A. Smog Check/Safety Check – Contractor will perform smog check and safety inspection on required vehicles being sold for City. This fee includes any necessary transportation to/from the smog facility as well as any necessary DMV paperwork/certificates.
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
B. Minor Repairs for Vehicle – Minor repair for vehicles, up to $100.00 in total cost, may be performed by Contractor in order to enhance the value of C ity vehicles to be sold at Contractor’s facility. An itemized list of repairs for each vehicle shall be provided to OC Public Works/Facilities/Fleet Services personnel for consideration. Written approval in advance by OC Public Works/Facilities/Fleet Services personnel is required for all repairs. Repairs that do not increase the value of the vehicle above the cost of the repairs will not be authorized.
C. Heavy Equipment Rental – Rental of additional equipment needed for the de -installation and/or transportation of heavy equipment (such as cranes, safe moving, wide -load trailers, scissor lifts, etc.) shall be billed at cost. Contractor shall obtain two (2) written quotes related to such rentals and provide the quotes to C ity for consideration. Written approval in advance by City is required for all rentals of additional equipment.
III. REVENUE
Payment/Revenue shall be in the form of a single check payable monthly:
Payable to:
City of Anaheim
200 S. Anaheim Blvd. Suite 620
Anaheim, CA 92805
Attention:
Purchasing Agent/Surplus Officer
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
ATTACHMENT C
COOPERATIVE CONTRACT COUNTY OF ORANGE MA-017-22010439 WITH LIQUIDITY SERVICES
OPERATIONS, LLC FOR ONLINE SURPLUS AUCTION SERVICES
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385
City of Anaheim
Central Purchasing Office
LIQUIDITY SERVICES OPERATIONS LLC
Online Surplus Auction Services
MA #106-498385