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18South Miami To: The Honorable Mayor & Members of the City mmission Via: Hector Mirabile, PhD, City Manager From: Alfredo Riverol, CPA, Cr.FA, Chief Fi ancial Officer Date: April 04, 2011 Agenda Item No.: Subject: A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager to execute a contract agreement with PropertyRoom.com, Inc. for auctioning of surplus municipal property; and providing for an effective date. Background: The departments within the city, at times, hold surplus items of value that are eligible for auction. These items may deteriorate and /or decrease in value while awaiting a traditional on site City auction. PropertyRoom.com, Inc. is a national company that has multiple programs, which include pick up actionable items from the City on scheduled pick up dates, and offers them for auction on the internet. The proceeds paid to the City will vary depending upon the auction program chosen, which consists of Portables Auction Program, Gold Auction Service, and Platinum Auto Auction Service. The City reviewed the services of three other agencies: • Govdeals • Gov- Auction • Public Surplus. After review, the City has determined that PropertyRoom.com, Inc. is a full service company, which is most complete and provides the greatest rate of return. Furthermore, the City of South Miami Police Department, since 2002, has used PropertyRoom.com, Inc. for the auction of the confiscated /abandoned items. Attachments: ■ PropertRoom.com, Inc. Property Disposition Agreement ■ Addendum to Property Disposition Services Agreement ■ Letter regarding free towing with the use of the Platinum Service for auctioning of vehicles and heavy equipment. ■ Other vendors reviewed 1 RESOLUTION NO: 2 A Resolution of the Mayor and City Commission of the City of South 3 Miami, Florida, authorizing the City Manager to execute a contract 4 agreement with PropertyRoom.com, Inc. for auctioning of surplus 5 municipal property; and providing for an effective date. 6 7 Whereas, the departments within the city, at times, hold surplus items of value that are 8 eligible for auction; and 9 Whereas, these items may deteriorate and /or decrease in value while awaiting a 10 traditional on site City auction; and 11 Whereas, PropertyRoom.com, Inc. is a national company that has multiple programs, 12 which include pick up actionable items from the City on scheduled pick up dates, and offers 13 them for auction on the internet. 14 15 Whereas, the proceeds paid to the City will vary depending upon the auction program 16 chosen, which consists of Portables Auction Program, Gold Auction Service and Platinum Auto 17 Auction Service; and 18 Whereas, This Agreement will become effective as of the start date and will continue for 19 an initial term of one (1) year following the launch date, and will automatically renew for 20 consecutive one (1) year terms, for a maximum of 5- years, unless written notice of non - renewal 21 is provided by either party to the other at least sixty (60) days prior to the expiration of the then 22 current term. 23 24 25 26 27 M 29 30 31 32 33 34 35 36 37 38 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI THAT: Section 1: The Mayor and City Commission authorize the City Manager to execute the contract agreement with PropertyRoom.com, Inc. for auctioning of surplus municipal property. Section 2: This resolution shall be effective immediately upon adoption. PASSED AND ADOPTED this ATTEST: CITY CLERK day of , 2011. APPROVED: MAYOR I READ AND APPROVED AS TO FORM 2 AND SUFFICIANCY El 6 CITY ATTORNEY COMMISSION VOTE: Mayor Stoddard: Vice Mayor Newman: Commissioner Palmer: Commissioner Beasley: Commissioner Harris: PROPERTY DISPOSITION SERVICES AGREEMENT PropertyRoom.com, Inc., a Delaware corporation ( "PropertyRoom" or "PRC" ), enters into this agreement (the "Agreement "), with the client identified below (the "Owner ") for the auction and disposition of personal property (the 'Disposition Services "), in accordance with the Terms and Conditions and Addenda, if any, attached hereto and listed below. Beginning (the "Start Date "), Owner engages the Services of PRC. City of South Miami Owner Name 6130 Sunset Drive Address South Miami, FL 33143 City, State Zip Code 305- 663 -6343 Phone pvelez(@southmiamifl.gov Email Mark included attachments: Terms and Conditions Addendums: Yes This Agreement, including all of the terms and conditions set forth in the attached Terms and Conditions as well as all other attachments indicated in the box above, comprises the entire Agreement between the Parties. This Agreement cannot be modified except in writing by the duly authorized representatives of both parties. Owner Hector Mirabile, PhD Signor Name City Manager Signor Title PropertyRoom.com Signor Name Signor Title Signature Signature Signature Date Signature Date PropertyRoom.com Inc. 26421 Crown Valley Parkway, Ste 200 Mission Viejo, California 92691 kl (949) 282 -0121 Federal Tax ID 86- 0962102 1 of 7 PROPERTY DISPOSITION SERVICES AGREEMENT TERMS AND CONDITIONS 1. Property to be Sold. From time to time, Owner will designate items of personal property (the "Property ") that it desires to provide to PRC for Disposition Services. PRC retains the right to accept or reject certain items in its sole discretion. 2. Title. Owner shall retain legal title to the Property until it is purchased by auction or otherwise disposed of in accordance with this Agreement at which time Owner will be deemed to have transferred title to the purchaser or other acquirer of the item of Property (the "Buyer "), Owner appoints PRC as its attorney -in -fact to sign any and all documents necessary to assign to Buyers all of Owners right, title and interest in and to Property sold or disposed. Cash receipts, accounts receivable, contract rights, notes, general intangibles, and other rights to payment of every kind, arising out of the sales and dispositions of Property (collectively the "Proceeds ") belong to Owner, subject to PRO's right to PRC's Net Proceeds and funds attributable to credit card processing costs and other transaction costs. Owner's Property shall, at all times before sale or disposition, be subject to the direction and control of Owner. 3. Method of Selling Property. a. Portable Property Items. PRC will, on Owners behalf, pick -up, store and list Property for sale by auction to the public on the internet on one or more domain names selected by PRC. To the extent that any Property is not sold by auction, PRC may, in any commercially reasonable manner selected by PRC, dispose of Property. PRC will determine all aspects, terms and conditions of auctions of Property and dispositions of Property not purchased at auction, subject to the ultimate control of Owner. PRC will be responsible for all phases of submitting the Property for auction, including, but not limited to, determining when Property will be auctioned, setting the opening and reserve prices of Property, if any; determining the selling price, setting the length of time Property will be auctioned; creating text and graphics to describe and depict Property submitted for auction; collecting Buyer information (such as name, billing address, shipping address, and credit card information); approving Buyer credit card purchase transactions; and collecting auction proceeds for completed sales from Buyers. PRC shall use reasonable commercial efforts in auctioning and selling the Property on the Internet and disposing of Property that does not sell at auction. PRC shall sell and dispose of all Property "as is" without any liability to the Owner. PRC is solely responsible for identifying and resolving sales and use tax collection issues arising from Property sales, including the necessity of charging and collecting such taxes. b. Large Property Items. PRC will, at Owner's request and on Owner's behalf, list physically large Property ("Large- Items") for sale by auction, including but not limited to cars, trucks, boats, planes and bulk lots of bicycles. For Large - Items, PRC offers Owner different selling options ( "Gold," "Portable" and "Platinum "), each with different service components and associated pricing. (1) In -Place Options. For Gold, PRC will auction Large -Items in- place, and in this context, "in- place" means that PRC will not pick -up and store these specific Items but rather Owner will maintain physical control until transfer of Items to Buyers. (2) Haul -away Option. For Platinum, PRC will, in conjunction with a partner and to the extent practical, pick -up and haul -away Large- items, selling via online auction and transferring title and physical possession to Buyers as described in Portable Property Items. (3) Large -Item Service Summary. The Large -Item Auction Services Option Table below depicts service components associated with each option. 2of7 PROPERTY DISPOSITION SERVICES AGREEMENT n4 ..4h A ..P C.dlr,... pr, n t 7 perm -rfam A prtinp Qer6res Option Table Service Component Res onsible Par if applicable) ' Gold Platinum 1. List Large-Item for In -Place online auction PRC 2. Checklist review and coordination PRC PRC 3. Listing write-up and marketing PRC PRC 4. Auction and auction technology management PRC PRC 5, Customer Support to Bidders PRC PRC 6. Coordinate Buyer payment and Large-Item pick-up PRC PRC 7. Transaction (payment) processing PRC PRC 8. Photographing, vehicle review, equipment descri tion Owner PRC 9. Provide or procure asset title, as applicable Owner Owner* 10. Pick-up and haul-away off -premises o remises online auction NA PRC * At Owner request, PRC will acquire title through its partner and pass - through title acquisition cost. 4. Term and Termination. a. This Agreement will become effective as of the Start Date and will continue for an initial term of one (1) year (the "Initial Term ") following the "Launch Date" (as defined herein) and thereafter will automatically renew for consecutive one (1) year terms, for a maximum of 5- years, unless written notice of non- renewal is provided by either party to the other at least sixty (60) days prior to the expiration of the then current term. b. As used herein, "Launch Date" shall mean the date on which PRC completes the first auction of Owner Property. c. This Agreement may be terminated if there is a breach by either party of any obligation, representation or warranty contained in this Agreement, upon thirty (30) days prior written notice to the other party unless the breach is cured within the thirty (30) day period, provided, however, if the breach is not capable of being cured within thirty (30) days, the breaching party will have a reasonable amount of time to cure the breach if it begins to cure during the thirty (30) day period and proceeds diligently thereafter. The written notice will specify the precise nature of the breach. d. The rights of the parties to terminate this Agreement are not exclusive of any other rights and remedies available at law or in equity, and such rights will be cumulative. The exercise of any such right or remedy will not preclude the exercise of any other rights and remedies. e. Notwithstanding any termination by either party of this Agreement, PRC will continue to remit amounts due to Owner under this Agreement in connection with any sales made before the effective date of the termination. At the time of termination, any unsold inventory shall continue to be auctioned by PRC or returned to Owner, at Owner's election and cost. 5. Allocation of Sales Proceeds. a. Portable Property Items (1) Sales Price. The total amount paid by Buyer shall be called the "Sales Price." The Sales Price shall include the winning bid amount (the "Winning Bid ") and all costs, shipping and handling charges, taxes, and insurance costs associated with the transaction and paid by Buyer. (2) The Split. For each item of Property, Owner will be credited with 50% of the first $1,000 of the Winning Bid and 75% of the Winning Bid portion, if any, that exceeds $1,000. From this amount, the Owner's pro rata share of transaction fees (the "Processing Costs "), if any, will be deducted. (3) Processing Costs. Credit card processing costs ( "Credit Card Cost") and affiliate processing fees (the "Affiliate Fees," which include commissions and processing costs paid to third parties IF they sent the winning bidder to the website), will be borne by Owner and PRC in proportion to the percentage of the revenue credited to the parties for each underlying transaction. (4) Net Proceeds. Amounts received by the Owner will be called "Owner's Net Proceeds ". Portable Item Example. The following example illustrates allocation of proceeds from a Portable Property Item sale. Assume an item of Property sells at auction for a $100 Winning Bid; the Buyer pays shipping and handling of $10, insurance of $2, and sales tax of $6. The Buyer pays the Sales Price of $118.00 ($100 + $10 + $2 + $6) by credit card, and the Credit Card Cost is 3% of the Sales Price or $3.54 (0.03 x $118) 3of7 PROPERTY DISPOSITION SERVICES AGREEMENT and the Affiliate Fee is 4.8% or $4.80 (0.048 x $100). The Owner and PRC each share 50% of the underlying Winning Bid, therefore Credit Card Costs and Affiliate Fees are also shared equally, $1.77 each ($3.54 _ 2) for Credit Cost and $2.40 each ($4.80 + 2) for Affiliate Fees. The Owner's Net Proceeds are $45.83 ($50.00 less $4.17). Note: less than 1 out of 10 transactions include Affiliate Fees. (5) Fuel Surcharge. The Company does NOT charge pick -up fees. Instead, a fuel surcharge applies per Portable Item manifest when diesel prices rise above a specific level as shown in the Fuel Surcharge Schedule below. The Company benchmarks average diesel retail prices as published online by the Energy Information Administration of the US Department of Energy and resets its fuel surcharge quarterly based on pricing from the prior quarter. Fuel surcharges, if any, deduct from monthly Owner's Net Proceeds. Fuel Surcharge Schedule Retail Diesel er; al Fuel Surcharge* Less than $2.50 $ 0.00 $ 2.50 to $ 2.99 $ 12.40 $ 3.00 to $ 3.49 $ 24.80 $ 3.50 to $ 3.99 $ 37.20 $ 4.00 to $ 4,49 $ 49.60 $ 4.50 to $ 4.99 $ 62.00 $ 5.00 to $ 5.49 ** $ 74.40 ' Divides across locations and /or sub- accounts picked -up same day ** Table continues upward at same rate (6) To the extent that Property is not sold by Auction and PRC disposes of Property in a commercially reasonable manner (see "Method of Selling Property" section), including, but not limited to, sending to a charity, recycling center, landfill, or scrap metal processor, Owner understands and agrees to the following. (a) When Property is not sold by Auction, PRC disposition activities create additional PRC processing costs (the "Disposal Costs ") and potentially a disposition Sales Price (the "Disposition Proceeds"). (b) Disposal Costs include, but are not limited to, labor cost of reloading Property onto a truck, labor and vehicle costs associated with transporting Property for disposition, and third -party fees, such as landfill, recycling, and hazardous material disposal fees. (c) Disposition Proceeds include, but are not limited to, a Sales Price obtained for scrap metal. (d) PRC will bear the burden of Disposal Costs. (e) PRC will retain Disposition Proceeds, if any, as an offset to Disposal Costs, except if Disposition Proceeds for an item of Owner Property exceed $250, in which case PRC will credit Owner a portion of Disposition Proceeds per "The Split" and "Example" above. b. Large- Items. (1) Sales Price, Processing Costs and Net Proceeds. Calculated in a manner directly analogous to Portable Items. (2) The Split. For each Large -Item of Property, Owner will be credited with a percent of the Winning Bid which varies according to the Large -Item service option employed. (a) Gold. Owner will be credited with 95% of the Winning Bid and from this amount, the Owner's pro rata share of the Processing Costs, if any, will be deducted. PRC will charge Buyer a 15% Buyer's Premium. (b) Platinum. Owner will be credited with 87.5% of the Winning Bid less any title pass- Through fees from PRC partner. Large -Item Example. Assume a Large -Item sells at auction for a Winning Bid of $1,000.00, and with no shipping or handling charges yields a $1,000.00 Sales Price. For the Gold option, PRC collects and retains a 15% Buyer's Premium, $150.00 (0.15 x $1,000), from Buyer. With regard to collecting the Sales Price and sharing proceeds, the approach differs by option: Gold. PRC completes the sale by collecting the $1,000.00 Sales Price from Buyer. The underlying Winning Bid is shared 95% by Owner, $950 (0.95 x $1,000) and 5% by PRC, therefore 4of7 PROPERTY DISPOSITION SERVICES AGREEMENT a 3% ($30.00) Credit Card Cost is split 95% by Owner, $28.50 (0.95 x $30) and 5% by PRC, $1.50 (0.05 x $30). The Owner's Net Proceeds are $921.50 ($950.00 less $28.50). Platinum. PRC complete the sale as described in Gold, but with a 87.5 -12.5 Split and with a deduction of any title acquisition pass- through fees. 6. Payment Terms. Once every month, PRC will pay to Owner the amount of Owner's Net Proceeds payable for completed sales during the preceding month. Sales are deemed completed when all items comprising a line item on the original manifest or other list of Property are sold. With each payment of Owner's Net Proceeds, PRC will make available to Owner a detailed report setting forth the following information for the immediately preceding month: a. The completed sales during the prior month, including the total amount of related proceeds collected, Owner and PRC share of Processing Costs, and the Owners Net Proceeds; b. Other dispositions of Property during the month; and c. The Property, if any, inventoried by PRC at the end of the month. PropertyRoom's Obligations Concerning Property in Its Possession. With respect to Property in PRC's possession: a. PRC will exercise due care in the handling and storage of any Property; b. PRC shall keep the Property free of liens, security interests, and encumbrances, and shall pay when due all fees and charges with respect to the Property; c. PRC shall sign and deliver to Owner any UCC -1 financing statements or other documents reasonably requested by Owner; and d. PRC shall obtain and maintain insurance in an amount (determined by PRC) not less than the replacement value of Property in its possession. The insurance will cover the Property against fire, theft, and extended coverage risks ordinarily included in similar policies. PRC shall give Owner a certificate or a copy of each of the above upon Owner's request. 8. Owner Obligations. Owner will use its best efforts to provide to PRC such Property as becomes available for sale to the public. Owner will complete paperwork reasonably necessary to convey custodial possession of the item of Property to PRC, including a written manifest or list that describes the item of Property in sufficient detail for identification. Owner agrees that it will not provide Property that is illegal or hazardous, including but not limited to explosives, firearms, counterfeit or unauthorized copyrighted material ( "knock- offs "), poisons or pharmaceuticals. In addition, to help comply with public notification statutes as well as to support internet traffic flow to the PRC auction website, Owner agrees to try to create a permanent clickable link (the "Link") to www.Pi,oDei*tvRoom.com on one or more Owner websites. PRC will supply Link technical requirements, text and images to Owner. 9. Restrictions on Bidding. PRC and its employees and agents may not directly or indirectly bid for or purchase auctioned Property on the PRC web site. 10. Representations and Warranties of Owner. Owner hereby represents, warrants and covenants as follows: a. Property delivered to PRC is available for sale to the general public without any restrictions or conditions whatever; and b. Owner has taken all required actions under applicable law that are conditions precedent to Owner's right to transfer title to the Property to Buyers (the "Conditions Precedent "), 11. Books and Records. PRC will keep complete and accurate books of account, records, and other documents with respect to this Agreement (the "Books and Records ") for at least three (3) years following expiration or termination of this Agreement. Upon reasonable notice, the Books and Records will be available for inspection by Owner, at Owner's expense, at the location where the Books and Records are regularly maintained, during normal business hours. 12. Indemnification. Subject to the limitations specified in this Indemnification section of this Agreement, each party will indemnify, hold harmless and defend the other party and its agents and employees from and against any and all losses, claims, damages, liabilities, whetherjoint or several, expenses (including reasonable legal 5of7 PROPERTY DISPOSITION SERVICES AGREEMENT fees and expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by any such person or entity arising out of or in connection with a. the inaccuracy of any representation or warranty made by the party hereunder, b. any breach of this Agreement by the parry, or a any negligent act or omission by the party or its employees or agents in connection with the performance by the party or its employees or agents of obligations hereunder, provided the negligent act or omission was not done or omitted at the direction of the other party. 11 Limitations on Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY FIAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PROPERTY, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMED DAMAGES "); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 12. LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. THE MAXIMUM LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT' WILL NOT EXCEED TIE AGGREGATE AMOUNT OF PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUES; PROVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OWNER'S LIABILITY IS NOT LIMITED UNDER THIS AGREEMENT WITH RESPECT TO LIABILITY ARISING FROM OWNERS FAILURE TO SATISFY TIMELY ALL CONDITIONS PRECEDENT. 14. Assignment. This Agreement may not be assigned, in whole or in part, by either of the parties without the prior written consent of the other party (which consent may not be unreasonably withheld or delayed). Notwithstanding the foregoing, an assignment of this Agreement by either party to any subsidiary or affiliate or a third party acquisition of all or substantially all of the assets of such party will not require the consent of the other party, so long as such subsidiary, affiliate or acquiring entity assumes all of such party's obligations under this Agreement. No delegation by PRC of any of its duties hereunder will be deemed an assignment of this Agreement, nor will any change in control nor any assignment by operation of law by either party. Subject to the restrictions contained in this section, the terms and conditions of this Agreement will bind and inure to the benefit of each of the respective successors and assigns of the parties hereto. 15. Notices. Any notice or other communication given under this Agreement will be in writing and delivered by hand, sent by facsimile (provided acknowledgment of receipt thereof is delivered to the sender), sent by certified, registered mail or sent by any nationally recognized overnight courier service to the addresses provided on the signature page of the Agreement. The parties may, from time to time and at any time, change their respective addresses and each will have the right to specify as its address any other address by at least ten (10) days written notice to the other parry. 16. Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 17. Complete Agreement. This Agreement and any related documents delivered concurrently herewith, contain the complete agreement between the parties relating to the subject of this Agreement and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may be related to the subject matter hereof in any way. 18. Attorneys' Fees and Legal Expenses. If any proceeding or action is brought to recover any amount under this Agreement, or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or 6of7 PROPERTY DISPOSITION SERVICES AGREEMENT conditions of this Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing party's costs, reasonable attorneys' fees, the amount of which will be fixed by the court, and will be made a part of any judgment rendered. 19. Further Assurances. PRC and Owner will each sign such other documents and take such actions as the other may reasonably request in order to effect the relationships, services and activities contemplated by this Agreement and to account for and document those activities. 20. Governing Law. The internal law, and not the law of conflicts, of the state in which the Owner is located will govern all questions concerning the construction, validity and interpretation of this Agreement and the performance of the obligations imposed by this Agreement. The proper venue for any proceeding at law or in equity will be the state and county in which the Owner is located, and the parties waive any right to object to the venue. 21. Relationship of the Parties. The relationship created hereunder between Owner and PRC will be solely that of independent contractors entering into an agreement. No representations or assertions will be made or actions taken by either party that could imply or establish any agency, joint venture, partnership, employment or trust relationship between the parties with respect to the subject matter of this Agreement. Except as expressly provided in this Agreement, neither parry will have any authority or power whatsoever to enter into any agreement, contract or commitment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other, to any person or entity. Whenever PRC is given discretion in this Agreement, PRC may exercise that discretion solely in any manner PRC deems appropriate. 22. Force Majeure. Neither party will be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to acts of God, public enemy, war, strikes or labor disputes, or any other cause beyond the parties' reasonable control (each a "Force Majeure "), it being understood that lack of financial resources will not to be deemed a cause beyond a party's control. Each party will notify the other party promptly of the occurrence of any Force Majeure and carry out this Agreement as promptly as practicable after such Force Majeure is terminated. The existence of any Force Majeure will not extend the term of this Agreement. 23. Counterparts. This Agreement may be signed in any number of counterparts. 7of7 Addendum to Property Disposition Services Agreement This addendum is attached to and made part of The City of South Miami's Property Disposition Services Agreement dated (the "Agreement "). In the event of a conflict between the provisions of the main body of the Agreement and this Addendum, this Addendum will govern. The Agreement is modified as follows: The attached Free Tow Letter dated March 16, 2011 shall become a part of the contract. Paragraph 5: Allocation of Sales Proceeds: Sub Section 6: Disposal of Un -sold Property: It is fully understood and agreed upon by both parties, that the City of South Miami, will NEVER incur any Fees, Bills or additional costs for the Disposal of unsold property that was to be auctioned by Propertyroom.com. The following language is struck from the contract Paragraph 13: Limitations on Liability: The following sentences or parts of sentences from Paragraph 13: The sentence beginning with the phrase "THE MAXIMUM LIABILITY" and ending with the word "ACCRUES ". The sentence beginning with "NOTWITHSTANDING" and ending with the word "PRECEDENT ". The following sentences or parts of sentences from Paragraph 14: The sentence beginning with "Notwithstanding" and ending with the word "Agreement" shall be deleted. The sentence beginning with "No delegation..." and ending with "...either party" the words "nor will any change in control nor any assignment by operation of law by either party" shall be deleted. Paragraph 18: Attorney's Fees and Legal Expenses: This Paragraph is deleted in its entirety. Date for "Owner" Date for PropertyRoom.com Inc PROPERTY P'g 'Gam 26421 Crown Valley parkway 1 Suite 200 1 Mission Viejo, CA 92691 P11 949.262.0121 f 800.799.2+90 1 rX 949-282.01,36 March 16, 2011 The City of South Miami, Florida 6130 Sunset Drive South Miami, Fl, 33141 To Whom It May Concern: This letter will serve as'clarification that if the City of South Miami utilizes the Propertyroom.com's Platinum Service for auctioning of Vehicles and Heavy Equipment, that there will no extra tow charge incurred to the City for same as there is Free Towing as part ofthis Service for up to 30 miles from the Auction Facility and the nearest Facility to the City of South Miami is in South Miami, approximately 14 miles away. For Propertyroom.c In Larry Lesnick Business Development GoIdAuction Service PropertyRoom.com's Gold auction program specializes in setting abandoned, seized, and forfeiture vehicles as well as fleet vehicles and other large pieces of property which do not lend themselves to truck transport to our processing centers. Our Gold program service inciudes uptoading up to ten digital photographs and a vehicle description from your staff; describing and listing your vehicles or other equipment in our online auction catalogue; conducting an online auction that reaches our more than 1.2 million registered and verified bidders; setting your property to the highest bidder; collecting the successful bid payment; and remitting the proceeds due to your agency. We also provide a detailed audit trait for all property provided to us for sale that records all bids received; the successful bidder and the payment terms. These reports are available to you via an online access into our servers we provide for your account, so you always have the latest data available for your own internal reporting and accountability requirements. Once the auction is completed and we have collected the funds, we put the successful bidder in touch with your agency to facilitate title and registration transfer and delivery of the item. The benefits of using our services are: ease of use; reduction in staff time spent on routine processing and redeployment to higher value assignments, higher returns on vehicle sales from attracting more and better bidders making more and higher bids; and our ability ondthe aossests tat #youhare responsible{ tight tinge g. Your agency gets 95% of safes proceeds 4D We retain 51M of sales proceeds PROPERTY "'IRflOM.COM d, Platm M Auto Auction Service PropertyRoom.com and Copart, Inc., both leaders in entire auctions, have joined forces to create a full - service solution for the public sector marketplace. We specialize in selling abandoned, seized, and forfeiture vehicles as wetlas fleet vehicles. Our Platinum program service includes towing vehicles from either your agency storage location or from your contract local tow companies; cleaning and photographing your vehicles; describing and listing your vehicles in our online auction catalogue; conduct- ing public inspection periods; conducting, an online auction that reaches a local as welt as national and international audience of bidders; selling your vehicles to tine highest bidder; collecting the successful bid payment; facilitating title and registration transfer; delivering the vehicle to the successful bidder; and remitting the proceeds due to your agency. We also provide a detailed audit trail. We record all bids received, the successful bidder, the payment terms, and the title transfer information. These reports are sent to your agency at the conclusion of each sale week so you always Have the latest data available for your own internal reporting and accountability requirements. Our towing services are free for automobiles and small trucks if your pick -up location is within 30 nautical miles of our local yard facility. Heavy equipment towing is charged at our cost. r �~ F �Y 0 Your agency gets 87.5`Y of sales proceeds We retain 12.5% of sales proceeds PROPERTY R0QOM.COM PropertyRoom.com's Portable Items auction program specializes in selling abandoned, seized, and recovered property as well as evidence items no longer required to be retained by your department. We also accept items of surplus municipal property that can easily be transported by our trucks back to our processing centers. Our Portable Items Program service includes: supplying you manifest forms and bar code labels; regularly scheduling pick up dates from our fleet of trucks; photographing, cleaning, sorting, and assessing the condition of the items you send us; reasonable repairs of items; research and evaluation of items to enhance their salability; appraisals or certification when we feet that would increase bidding interest; listing your property in our online auction catalogue; exposing your property to our more than 1.2 million registered and verified bidders; conducting the online auction using our proprietary technology; processing payments from successful bidders either by credit card or PayPal accounts; shipping items to purchasers; providing 24x7x365 email support to customers; maintaining live customer support facilities for your agency to contact us during business hours; remitting payments to you each month. We also provide a detailed audit trail for alt property provided to us for sate that records all bids received, the successful bidder and the payment terms. These reports are available to you via an online access into our servers we provide for your account so you always have the latest data available for your own internal reporting and accountability requirements. We provide an exclusive, free service to the public for return of their lost or stolen items. If a citizen can prove any item on our site is rightfully theirs we wilt - after consultation with your staff - arrange to return the property to them free of all charges. using our services are: ease of use; a reliable process for !odic purges of your property and evidence rooms; reduction in staff time spent on routine processing and redeployment to higher value assignments; higher returns on property sates from attracting more and better bidders making more and higher bids; and our detailed reports that help you maintain tight accountability on the assets you are respon- sible for protecting. :ee Structure: Your agency gets 50% of the first $1,000 of sales receipts for each item. Plus Your agency gets 75% of all sates receipts exceeding $1,000 per item. PROPERTY ;- f RQ ,OM•COM a Guidelines for Item Pick -up & Processing This document is intended to help PropertyRoom.com clients better understand our procedures for the pick up and processing of the following item groups: 1. Items we will not accept. 2. Items, if received, we will dispose of without attempting to sell. 3. Items we will accept and apply the listed guidelines when selling. Items we will not accept: • Drugs — Narcotics and paraphernalia • Firearms — We do sell holsters, stocks, scopes and all other accessories • Hazmat — Hazardous /flammable materials • Monitors — CRT monitors (we do take newer, flat screen monitors) • Office Furniture — Desks, filing cabinets, chairs, etc (please note these items can be sold under our Gold Program, please contact client services for more details) • Used Tires — Used tires without rim (we will accept used tires on rims) 2. Items, if received, we will dispose of without attempting to sell: • Airbags • Airsoft, BB and pellet guns • Body armor, with or without inserts and bullet proof vests • Cable TV decoder boxes Counterfeit items from name brands - Rolex, Gucci and LV. If you are unsure if an item is a knock -off, please send it and let our on -site experts make the determination. If the property is a knock -off it will be destroyed and noted in the system. If you are unsure if an item is a knock -off, please send it and let our on -site experts make the determination. Please use a separate line and barcode on your manifest. Endangered species parts or by- products such as Ivory or Tortoise shell • Food • Jimmies, Slim -Dims or dent pullers used to break into cars Lock pick sets • Lottery tickets Medicine • Military decoration approved by Congress such as Distinguished Service Medal, Medal of Honor, Silver Star and Purple Heart • Pirated (copied /burned) CDs /DVDs or other media • Police batons and taser, squad car dividers (cages) and sirens — we will sell most other surplus items • Project® ChildSafe Gun Locks (we do sell other brands of gun locks) • Sexually explicit or hate materials • Used Infant/toddler car seats Used motorcycle and bicycle helmets VHS /cassette tapes 3. Items we will accept and apply the listed guidelines when selling: • Bicycles — Rusted, damaged and missing parts may be disposed • Hazmat Tanks — We do sell empty tanks such as CO2, 02, NO2 tanks • Knives — We will sell all except switchblades, butterfly knives and concealed blade canes • Legacy Electronics — CRT monitors, computers and printers > 3 years old will be recycled if determined to have no resale value • Recalls — We will sell recalled items if the recall can be repaired and documented Used Apparel — We do sell good condition leather jackets / fur coats as well as ski boots and snowboard boots Please contact Client Services at 866.799.3551 X83 with questions or concerns .� �._ ._ �,�w.ti �.�_ wy 1 t/f O 4-J V El r. .V N i Ln mmamp 0 Ln mmmmo CL fu w E CL cu kn u E 1 1 A (Z rWA c6 E N V) O Q Cll L v � N d' v N � N •� •O v i c6 v ca W ca L O tU W v bA 'O L R4 V) +-J N Ln ca O O O i No M, u� N f� Q V O V � � GJ CL ._ a-' c6 'S > _b.A v c v O Z3 Q b.0 >- UO � u N +., `v V) :3 >- V) :3 > O N U C U to �> 4 O O (V Q � c6 E N V) O Q Cll L v � N d' v N � N •� •O v i c6 v ca W ca L O tU W v bA 'O L R4 V) +-J N Ln ca O O O i No M, u� v Q. 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N CA 0 O 4— >• 4-J V) on O L fC3 N U on J 4-J 4-+ V ro %+— O eci9 �} ro T( ice% Q C.7 N 7 4- O Ctf W N W � U U CL CL N ° 4-J 4— O 4A o �- -0 4-J C- N ca U p O N QQj U � Soo SOOO, ca � O • s • li'li OTHER VENDORS REVIEWED Page 1 of I Thank you for your interest in GovDeals. For more detailed information about our online auction service and how to dispose of your surplus equipment, please review the attached documents: GovDeals Memo of Understanding (Sample MOU) Why document Flexible Pricing Options' Talking Points After you have reviewed these documents, simply complete the "GovDeals Introduction" form and fax it back to my attention. The attached documents are in Adobe PDF format, if you do not Have Acrobat Reader it is available as a free download at: http: / /www.adobe.com/ products /acrobat /ieadstep2.litml. If you have any additional questions, do not hesitate to contact me. Your Representative is .Jonathan Neeley Sales Representative Florida Region GovDeals, Inc. Redington Shores, FL Phone: 407- 462 -5955 Fax (334) 387 -0519 jneeley. @gnvdeals.ppm Www..Govpeal -corn Facebook - Twitter - YOUTube Sales Support GovDaals, Inc. 5907 Carmichael P1 Montgomery, AL 36117 Phone: (866) 377 -1494 Fax: (334) 387 -0519 Sales Support@GovDeals. com www.GovDeals.com. Facebook - Twitter - YouTube 1/20/2011 Ni GovDeals Introduction nnurnu GovDeals Thank you for your interest in GovDeals, Completing this document will start the process of your entity joining thousands of other governments nationwide who have embraced the GovDeals solution. We have worked with many different clients from the largest to the smallest in their adoption of GovDeals and can offer advice and guidance if you desire it. We are only a phone call away. Please review the attached sample Memo of Understanding, which is non- exclusive. Once you have reviewed the Memo of Understanding (MOU); fill in the information requested below. This information will be included in the Memo of Understanding and submitted for review. Simply have the appropriate persons sign the finalized document and fax the signature page to Sales Support at 334- 387 - 051.9. For any questions or assistance, please feel free to contact us. We look forward to serving you. Name of Governmental Organization Mailing /Physical Address City, State Zip Name /Title of person that will approve and sign MOU Contact Information: Name /Title: Phone: Fax: _ E -mail Address: Additional. Contact (If Applicable) Phone: e- mail:_ Send logo /seal to salgssu)port(ojLovdeals corn Are you a member of county association or municipal league? Sales Support Phone: (856) 377 -1494 Fax: (334) 387 -0519 salessup po rt(ia7govdeals.com GovDeah Memo of Understanding— V2 8 -10 -10 — SAMPLE - Online Auction Memo of Understanding (SAMPLE) This Online Auction Memo of Understanding (MOU) is between GovDeals, Inc. ( "GovDeals "), a Delaware corporation having its principal place of business at 5907 Carmichael Place, Mnntaomerv_ Alabama. 36117 and ,Ulierit<'l�a'r'aie .(`,` Ulient"), liavng,tts,px'riicrpal , place'bf 1.0 Description of Services: GovDeals provides a means for Client to post assets for sale and for potential buyers to bid on these assets via an online auction system. Although GovDeals provides system access for Client to list assets, GovDeals is not a party to the actual sale and has no control over the listed information or the ability of the buyer and Client to complete 'the transaction. 2.0 GovDeals' Responsibilities - In addition, to maintaining and operating an online auction system, GovDeals will provide Client with the following services for the period agreed to in 6.0 below: 2.1 Access to a GovDeals online "Client Asset Server" (CAS), which will allow Client to load assets to the online auction system, maintain information about assets and view and run reports. The CAS will provide Client with the following capabilities: 0 Accept descriptive information concerning an asset including unli nited photos ® Allow different auction phases based upon dates and times ® .Allow Client to set minimum starting prices, bid increments and reserves 2.2 Training and support services' to assist Client in implementing the GovDeals online auction system, which will include: 0 Familiarization with the nature and operation of CAS 0 Guidance in the posting of assets and provide ongoing support o Procedures for taking and posting pictures of assets W Based on mutual agreement between GovDeals and Client, training and support services will be provided on -site or via telephone or Internet 2.3 Help Desk support available via telephone or email during normal business hours, except announced holidays. 2.4 Provide marketing of assets posted to the online auction site and promote use of the site to potential buyers. • work with Client to identify items that may benefit from marketing attention. • Provide documented proof of all marketing efforts made on behalf of Client. • Assist in determining values and starting prices for unique and high dollar assets. 3.0 4.0 Pavment: 4.1 If Client elects to collect auction proceeds, GovDeals will invoice Client for fees on the first business day of the month following the month assets are sold. Client agrees to remit payment to GovDeals within thirty (30) calendar days from receipt of invoice, unless an applicable prompt payment act or similar legislation specifies a different time period. GovDeals Memo of Understanding — V2 8 -10 -10 — SAMPI.X - 1 4.2 Client shall promptly, but no more than fifteen (15) business days after the auction end date, notify GovDeals of any transaction that was not completed. The fees for said transaction shall be credited to Client during the next invoice period. 4.3 If Client elects GovDeals to collect auction proceeds electronically via PayPal, credit card or wire transfer please review and complete Exhibit B. 5.0 Term of MOU: This TMOU shall commence on the date it is signed by the second party and will continue for a period of twelve months unless otherwise terminated upon sixty days written notice by either party. This MOU shall automatically extend for additional one -year periods, unless either party notifies the other in writing of its intent not to renew at least sixty days prior to the anniversary date. 6.0 Terms and Conditions: Please find Exhibit C attached as an example of suggested Client Terms and Conditions. At any time during the term of this MOU, Client may modify the Terms and Conditions. Any substitutions or modification must be submitted to GovDeals in writing before posting assets to the GovDeals auction site. 7.0 Governance: This MOU will be governed, interpreted; construed and enforced in accordance with the laws of the State of Client State.' 8.0 Non - Exclusive Engagement: This MOU is not exclusive. Client may utilize other approaches, including traditional auctioneer services or sealed bids. However, it is understood and agreed that Client will not utilize other disposal, approaches for an asset at the same time the asset is listed on the GovDeals online auction site or sell by some other means to a prior bidder any item currently or previously listed on the GovDeals site for the purpose of avoiding payment of the GovDeals fee. Client agrees to not manipulate or interfere with the bidding process on the GovDeals site. This online auction memo of understanding is agreed to by: GovDeals, Inc Client:; SAMPLE DOCUMENT Signature: Print Name: Robert L. DeBardelaben Title: President Date: Memo of Understanding Contact: Attention: Sale's Support 5907 Carmichael Place Montgomery, AL 36117 Telephone Number: 866.377.1494 Fax Number: 334.387.051.9 Email: salessupport @govdeals.com GovlDals Memo of Understanding— V2 3 -10 -10 — Signature: SAMPLE DOCUMENT Print Name: SAMPLE DOCUMENT Title: SAMPLE DOCUMENT Date: SAMPLE DOCUMENT Flexible Pricing Options (FPO) Solact one from options descritxd in Gin-Deals NJtino of Undcrstanding- L:xbibitA Client Colleds Proceeds 130ptionAl (7.5% Seller- 0 % Buyer) 0 Option A2 (0% Seller- 7.5% Buyer) Client elects £ SS (GovDeals collects Proceeds) l Option B I (7.5% Seiler- 5% Buyer) 0- Option B2 (5ofo Seller- 7.5% Buyer) 0Option B3 (2.5% Seller - 10% Buyer) 0Option B4 (0% Seller- 12.5% Buyer) a 3. EXHIBIT A - Online Auction Memo of Understanding Flexible Pricing Options (FPO) The Client has the option to choose from the following alternative plans: A - Client Collects Proceeds Option Al: The Client pays a 7.5 %* fee which will be reduced according to the "Tiered. Fee Reduction Schedule (described below). GovDeals will invoice the client each month for fees on items sold in the previous month. The client is allowed thirty (30) calendar days from date of invoice receipt to remit payment. Option A2: The Client pays a 7.5 %n* fee but is given the capability to easily pass the entire fee on to the winning bidder as an Administrative Fee. The client is only allowed to pass on to the winning bidder the amount charged to therm based on the tiered pricing schedule above. The amount invoiced to the winning bidder will include the gross sale amount of the item, the administrative fee, any special fees and sales taxes, if any. By passing this fee on to the winning bidder, the client's effective fee is zero percent (0 1/o). GovDeals will invoice the client each month for fees on items sold in the previous month. The client is allowed thirty (30) calendar days from date of invoice receipt to remit payment. B Client Elects GovDeals Financial Settlement Services (FSS) allowing GovDeals to Collect Proceeds. only one option below can be used and once this option is chosen, it cannot be changed for twelve (12) months. Option Bl: The Client pays a 7.5 %* fee and the winning bidder pays a 5% Buyers Premium. ** Option 732: The Client pays a 5 %* fee and the winning bidder pays a 7.5% Buyers Premium. Option B3: The Client pays a 2.5 %* fee and the winning bidder pays a 1.0% Buyers Premium.. Option 104: The Client pays zero percent fees (0 %) and the winning bidder pays a 12.50% Buyers Premium. Tiered Fee Reduction Schedule GovDeals' Tiered Fee Reduction Schedule below explains how the base auction fee of 7.5% is reduced for assets that sell in excess of $100,000 on www.govdeakeom.. When an asset sells for up to $100,000 in a winning bid, the GovDeals fee is seven and one- half percent (7.5%*) of the winning bid„ but not less than $5.00. Where an asset sells for more than $100,000, but less than $500,000 the GovDeals fee is seven and one -half percent (7.5 %) of the winning bid up to $100,000, plus five and one -half percent (5.5 %) of the winning bid for auction proceeds in excess of $100,000 up to $500,000. Where an asset sells for greater than $500,000 the GovDeals fee is seven and one -half percent (7.5 %) of the first $100,000 of the winning bid, plus a fee of five and one -half percent (5.5 %) of the next $400,000 of the winning bid, plus a fee of three and one -half percent (3,50/o) of the bid amount in excess of $500,000. *subject to a minimum per asset /lot fee of $5.00. * *If the Client chooses to pay the full 7.5 % fee, they will have access to the Tiered Fee Reduction Schedule. GovDeals Memo of Understanding — V2 8 -10- 10 — SAMPLE - EXHIBIT B - Online Auction Memo of Undeastanding Financial Settlement Services (FSS) It is understood the Client elects GovDeals to collect all proceeds due the Client from the winning bidder and remit the proceeds to the Client less the GovDeals fee. Optionally, the Client may elect to not have GovDeals withhold the fee by electing the appropriate section on the following page of this exhibit. GovDeals will charge the winning bidder a "Buyer's Premium ", therefore, the Client is not allowed to charge the winning bidder an additional "Buyer's Premium ". GovDeals will collect all proceeds from the winning bidder, including the "Buyer's Premium" through PayPal, credit card or wire transfer, This is the only means of payment by the bidder, The Client will not release an asset to the winning bidder until the Client has received verification from GovDeals that payment has been received from the winning bidder. Prior to an item being released to the winning bidder, the Client will ensure the winning bidder or his /her agent has signed a 'Bill of Sale' containing the following notation: "Asset is sold as is, where is and without warranty. Once the asset is removed from the seller's premises there is no refund of monies previously paid ". The Bill of Sale must be printed from the Client Asset Server (CAS). Any other "Bill of Sale" used by the Client must be submitted to GovDeals for approval. No proceeds will be remitted to the Client for any asset sold without verification of payment from GovDeals and verification from the Client the item has been picked up by the winning bidder. Approved payment from the winning bidder through PayPal, credit card or wire transfer will be noted in CAS. It is the Client's responsibility to notify GovDeals when an item has been picked up, which is accomplished by the Client accessing CAS and selecting the "Picked Up" option from the "Paid, not picked up" report. GovDeals will remit all proceeds collected, less the ".Buyer's Premium" and the GovDeals fee to the Client on a weekly basis for all assets marked in CAS as'Picked Up'. However, if you choose to be invoiced for the GovDeals' fee, GovDeals will remit all proceeds collected, less the "Buyer's Premium" only. All proceeds will be remitted electronically by Automatic Clearing House (ACH) unless elected on the following page of this exhibit to receive a paper check. Whether proceeds are remitted electronically via ACH or via paper check, a detailed backup will be submitted to the Client to support the amount remitted. Under no circumstance will the Client collect any proceeds directly from the winning bidder and if requested to do so, the Client should refer the winning bidder directly to GovDeals for payment instructions. GovDeals will absorb all costs of Charge Backs by PayPal or a credit card company where an item is released to the winning bidder after the Client receives proper payment notification from GovDeals; GovDeals receives proper pickup notification from the Client and the Client obtained and retained a signed "Bill of Sale" from the winning bidder. GovDeals will refund proceeds collected to the winning bidder in those rare occasions where the winning bidder pays for an asset but never picks it up and subsequently convinces PayPal or the credit card company to withdraw the amount from GovDeals' bank account. It is the Client's responsibility to request a credit on the asset paid for but not picked up as soon as the allowable pick up time passes. By taking the credit, it insures GovDeals will not charge the Client a fee and will allow the Client to resell the asset. If the asset is mistakenly placed in 'picked up' status by the Client and GovDeals has remitted payment, the Client agrees to refund this amount back to GovDeals. A GovDeals' Client Services Representative or a GovDeals Help Desk Representative will train the Client on how to effectively use the Financial Settlement Services feature and provide ongoing support as needed. There are no additional costs to the Client for training and support. GovDeals is covered by a Crime Insurance Policy with a limit of $5,000,000, which will protect the Client against any loss of funds. GovDeals Memo of Understanding— V2 8 -10 -10 — SAMPLE - 4 Financial Settlement Services (ESS) Election and Information Please complete payment instructions below: Ifciient,elects FSS; thissection must be completed when sUbmitting the signed Mou back to GovDeals: Accounting Contact: (Person to receive checks and invoices) Name and Title E -Mail .Address: Phone Number: If payment will be made. by ACH, please provide the follovAng information: on Account Number If payment will be made by paper check, please provide the following information: Make check payable to: Client's Legal Name Mail check to: Street Address / P.O. Box Number City; State and Zip Code Y.--� Please check here only if Client elects to NOT allow GovDeals to deduct the GovDeals fees from proceeds due the client. GovDeals Menlo of Understanding— V2 8 -10 -10 —SAMPLE - EXHIBIT Online Auction Memo of q .' C�tAt�xe Online Sales - Terms and Conditions All bidders and other participants of this service agree they have read and fully understand these terns and agree to be bound thereby. Guaranty Waiver. All assets are offered for sale "AS IS, WHE' RE, IS _Ghent Naive (Seller) makes no warranty, guaranty or representation of any kind, expressed or implied, as to the merchantability or fitness for any purpose of the property offered for sale. The Buyer is not entitled to any payment for loss of profit or any other money damages — special, direct, indirect or consequential. Description Warranty. Seller warrants to the Buyer the property offered for sale will conform to its description. Any claim for misdescription must be made prior to removal of the property. If Seller confirms the property does not conform to The description, Seiler will keep the property and refund any money paid. The liability of the Seller shall not exceed the actual purchase price of the property. Please note upon removal of the property, all sales are final. Personal and property risk. Persons attending during exhibition; sale or removal of goods assume all risks of damage of or toss to person and property and specifically release the seller and GovDeals from liability therefore. Inspection. Most assets offered for sale are used and may contain defects not immediately detectable. Bidders may inspect the property prior to biddine. Bidders must adhere to the inspection dates and times indicated in the asset description. See special instructions on each asset page for inspection details. Consideration of Bid. Seller reserves the right to reject any and all bids and to withdraw from sale any of the assets listed. Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from GovDeals. GovDeals Memo of Understanding — V2 8 -10 -10 — SAMPLE - Buyers Premium. If a Buyers Premium is shown on the auction page bidder box, then that amount (expressed as a percentage of the final selling price) will be added to the final selling price of all items in addition to any taxes imposed. Payment. Payment in full is due not later than 5 business days from the time and date of the Buyers Certificate. Payment must be made electronically through the GovDeals Website. Acceptable forms of payment are: • PayPa) • Wire Transfer • Visa • MasterCard • American Express • Discover PayPa) and Credit Card purchases are limited to below $5,000.00. If the winning bid plus applicable taxes, if any indicated, and the buyer's premium, equals more than $4,999.99, PayPal and Credit Cards may not be used. If Wire Transfer is chosen, a Wire Transfer Transaction Summary page will provide payment and account information. The Wire Transfer must be completed within 5 days. *The next section is used if the client collects the proceeds and may be modified to reflect exact forms of payment accepted by the client. The Buyers Premium and Payment section (above) is used only when GovDeals collects proceeds, Payment. Payment in full is due no later than rive (5) business days from the time and date of the Buyer's Certificate; Acceptable forms oayment are: • U.S. Currency • Certified Cashiers Check • Money Order • Company Check (with Bank Letter guaranteeing funds — mandatory) _Gent i�Iauie�. Payments shall be made at the location Checks shall be made payable to listed in the Buyer's Certificate. Removal. All assets must be removed within ten (10) business days from the time and date of issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as specified. Successful bidders are responsible for loading and removal of any and all property awarded to them from the place where the property is located as indicated on the website and in the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary, including packing, loading and transportation of the property. Under no circumstances will Seller assume responsibility for packing, loading or shipping. See special instructions on each asset page for removal details. A daily storage fee of $10.00 may be charged for any item not removed within the ten (10) business days allowed and stated on the Buyer's Certificate. Vehicle Titles. Seller will issue a title or certificate upon receipt of payment; Titles may be subject to restrictions as indicated in the asset description on the website. GovDeals Memo of Understanding— V2 8 -10 -10 —SAMPLE - Default. Default shall include (1) failure to observe these terms and conditions; (2) failure to make good and timely payment; or (3) failure to remove all assets within the specified time. Default may result in termination of the contract and suspension from participation in all future sales until the default has been cured. If the Buyer fails, in the performance of their obligations, Seller may exercise such rights and may pursue such remedies as are provided by law. Seller reserves the right to reclaim and resell all items not removed by the specified removal date. Acceptance of Terms and Conditions. By submitting a bid, the bidder agrees they have read, fully understand and accept these Terms and Conditions, and agree to pay for and remove the property, by the dates and times specified. nese Terms and Conditions are displayed at the top of •�r State /Local Sales andlor Use Tax. Buyers may be subject to payment of State and /or local sales and /or use tax. Buyers are responsible for contacting seller or the appropriate tax office, completing any forms and paying any taxes that may be imposed. Sales to Employees. Employees of the Seller may bid on the property listed for auction, so long as they do NOT bid while on duty. (This may be modified to not allow employees to bid.) GovDeals Memo of Understanding — V2 8-10-10— SAMPLE Why do Florida governments utilize GovDeals? GovDeals is a highly efficient, proven system that produces higher prices for clients. Other Florida governments are using GovDeals with great success. 2) Bartow, FL 41) Monticello 3) Belle Glade 42) Naples 4) Belleau 43) Neptune Beach 5) Belleview 44) North Miami Beach 6) Brooksville 45) North Port 7) Callaway 46) Ocala 8) Cape Coral 47) Oldsmar 9) City of Lake Mary, FL 48) Ormond Beach 10) Clearwater 49) Palatka 11) Clermont 50) Palm Bay 12) Cocoa 51) Palm Coast 13) Delray Beach 52) Pensacola 14) Deltona 53) Pinellas Park 15) Dunedin 54) Plantation 16) Fernandina Beach 55) Punta Gorda 17) Florida League of Cities 56) Safety Harbor 18) Fort Pierce 57) Sanibel 19) Fort Walton Beach 58) Sebring 20) Freeport 59) Shalimar 21) Gretna 60) St. Augustine 22) Groveland 61) St. Cloud 23) Gulfport 62) St. Pete Beach 24) Hallandale Beach 63) St. Petersburg 25) Hawthorne 64) Sunny Isles Beach 26) Holly Hill 65) Sweetwater 27) Indian Rocks Beach 66) Tallahassee 28) Isiamorada Village of Islands 67) Tamarac 29) Lady Lake. 68) Tampa 30) Lake Alfred 69) Tarpon Springs 31) Lake City 70) Tavares 32) Lake Placid 71) Temple Terrace 33) Leesburg 72) Trenton 34) Madeira Beach 73) Valparaiso 35) Madison 74) Vernon 36) Melbourne 75) Wilton Manors 37) Mexico Beach 76) Winter Park 38) Miami Shores Village 77) Zolfo Springs 39) Milton 2) Chadolte County 9) Leon County Board of County Commissioners 3) Citrus County Board of County Commissioners 10) Marion County Board of County Commissioners 4) Collier County Board of Commissioners 11) Martin County 5) DeSoto County 12) Pinellas County Board of Commissioners 6) Hendry County Board of County Commissioners 13) Polk County Board of Commissioners, FL 7) Highlands County Board of County Commissioners (HCSCC) 2) USPS Sarasota 5) USPS Tampa P &DC 3) USPS South Florida District 2) Delray Beach Fire Department 5) Pinellas Suncoast Fire and Rescue District 3) Englewood Area Fire Control District 2) Lively Technical Center 5) University of Central Florida 3) St. Johns River Community College 1) District School Board or Vasco Uou 2) Hillsborough County School District 3) Lee County School District 4) Leon County School Board 5) Martin County Schools 6) Pinellas County Schools 2) Collier County Sheriffs Office, FL 3) Eatonville Police Department Al Pscamhia County Sheriff 8) School Board of Alachua County 9) School Board of Indian River County 10) School Board of Polk County 11) The School Board of Osceola County 7) Oak Hill Police Department 8) Pinellas County Sheriff 9) Walton County Sheriffs Office 2) Lakeland Area Mass Transit District c) sarasma- rvimia.cc nu'�' ,'—.-.,y 3) Lee County Port Authority 6) South Florida Regional Transportation Authority 2) Englewood Water District 3) Okaloosa Gas District 5) South Florida Water Management District 6) Tampa Bay Water FPO - Flexible Pricing Options talking points Since 1999 GovDeals has offered the same 7.5% fee to its clients and remains strongly committed to this pricing today. This consistent and transparent pricing allows clients to choose GovDeals knowing they have the best rate available. The 7.5% fee allows GovDeals to provide difference - making services that produce the time proven best results, NET of fee, when compared to any other company or method of disposition. In 2004 GovDeals began reducing the 7.5% fee charged when an individual item sold for more than $100,000, thus providing an instant discount on such items. In November 2008 GovDeals introduced Financial Settlement Services (FSS). This is an optional service where the buyer pays GovDeals by credit card or wire transfer with a 5 % premium charged to the buyer. GovDeals remits the winning bid amount and any taxes charged to the seller. At the seller's option, GovDeals can withhold its 7.5% fee when remitting. The vast majority of our new clients elect to use FSS and have their fees withheld, reducing the client's expense of approving and remitting fees back to GovDeals. Some sellers choose or would like the option to pass fees on to the buyer to reduce or totally offset our fee. Before now, GovDeals did not provide a method for our system to support this, therefore our sellers had to collect such fees from buyers outside the transparency and all important audit trail built into the GovDeals system. We now have system features in place to facilitate and manage distribution of our 7.5% fee, with or without the 5% FSS buyer premium, between you as seller and the winning bidder. Based on your choice, this will result in your fee being from 0 to 7.5% with your buyer paying from 0 to 12 „5 %0. Bidders will clearly see any fees that will be added to a winning bid amount. Of course, any applicable taxes will also be displayed. f ,,cexls setter Pee- Admin Pee /Guyer Premium btstribution OPBons P 2. wa. Ndsr M Fee Ctpttads - 7.R °le tetat fca or edMtpistratiue fee Winning bidders have paid a 5% Buyer Premium for FSS transactions with little or no apparent reduction in net auction results since we introduced the FSS program in November 2008. We believe there are positive factors at play here: many buyers enjoy the convenience of paying online; GovDeals attracts a large targeted, focused bidder base that recognizes the value in the items sold on the site; and, the highly competitive end of auction activity GovDeals generates and promotes bidding above and beyond competitive results elsewhere. Therefore, when evaluating comparative solutions, it remains critical that you continue to focus on the net funds flowing back into your entity's account, as well as consider the costs associated with factors such as high bidder default rates. Subjectively, one might expect that bidders may take any buyer premium amount into account when bidding to win your items on GovDeals. Given the positive effect of the remarkably competitive bidder climate we continue to create, your results should remain far ahead of any other solution. GovDeals will continue to deliver the absolute best net results for your surplus and confiscated item sales, regardless of fee and fee structure. So, no matter how you distribute your surplus program's fees, the most important decision you make will to be to choose GovDeals. Page I of I Riverol, Alfredo From: customerservice @gov - auctions.org Sent: Sunday, February 06, 2011 10:53 AM To: Riverol, Alfredo Subject: Reply From Gov - Auctions Hello Alfredo, Thank you for contacting Gov - Auctions.org - the #1 US Government Car Auction Service. The nature of our product is such that telephone support is not necessary, nor offered. Our product is a fully electronic, web based information service. Our focus is on making sure that our quality product is always deliverable and accessible online. We find that our customers, who are online themselves by necessity, are very happy with, and prefer, the quality of customer support we offer online. Please let me explain our service. A membership with Gov - Auctions.org gives you access to details of more than 4,000 live Government and public auctions across the US, NOT searchable elsewhere on the Web. The information we offer will save you many hours of research in locating reputable'offline /live" and "online" Government related auctions relevant to and available in your area. As a Member you have access to specific locations, times and contact details for all the auctions in our directory. Our directory also provides a large number of online Government related vehicle auctions as well as online Federal auto auctions, ALL accessible via direct links in our Member's Area. These online auctions usually display all their current vehicle listings /cars online and show where these vehicles are located. These listings are usually searchable by manufacturer and state. A membership with Gov - Auctions.org is valid for two (2) full years, or is unlimited if you purchase our Smart Lifetime membership. Importantly, you will never be rebilled as membership is a one -time fee only (i.e. no subscription). We offer free value packed auction tutorials at www .gov- auctions.org /tutorial.php. This will provide you with a thorough understanding of what to expect from our service, how the auction process works and how to proceed with confidence in securing the best deal at any vehicle auction of your choice. We highly recommend that you view these tutorials. We also provide fast and friendly customer service 7 days per week. To register as a member with our site simply follow the quick registration process at the bottom of www.aov- auctions.orq /loin. php. Please contact us again via email should you have any further questions Kind regards, Michelle Member Services Gov - auctions.org YOUR QUESTION: Evening, we are a small municipality in Miami -Dade, can you please contact me so that we may discuss the services provided by your company.We are looking to begin using online auctions and we would like to discuss pricing and procedure. My number is 305- 663- 6343.Thank you 3/18/2011 Page 1 of 1 Riverol, Alfredo From: Fred Hogan [fredh @thepublicgroup.comj Sent: Monday, February 07, 2011 9:48 AM To: Riverol, Alfredo Subject: Public Surplus Information Attachments: Public Surplus Basic lnformation(FH).pdf; ATT00001..htm Alfredo, I have attached a brief document for you that highlights the features of our service and gives basic information on pricing and everything. We also have a 30 minute webinar demo that we do for agencies every week day at 11:00 and 3:00 which is well worth the time as we do a demonstration o f the system and answer any questions that you have. The good thing about Public Surplus is that the 7% fee is paid for by the buyer in the form of buyers premium. We also offer a collection service (we accept credit cards) which we add to the premium and make it a total of 10 %. The agency never has to pay any listing fees or other fees of any kind. We have a large buyers base with hundreds of thousands of registered buyers. We have a buyer contact department that can help promote interest in your auctions. When you see the demo, we will talk about all of these things and the best features of our site. It truly is the easiest system to use and gives you a 7 year audit on all of your auctions. I have been talking to Miami Dade County about at least trying some items Public Surplus on a pilot basis. They already have their own website and it does well for them because you have a big population in the area. If they try out Public Surplus on some items, they will even better because of the large amount of buyers we have, nationwide and even outside of the US. Some other agencies near you that are using Public Surplus include Margate, Green Acres, New Smyrna Beach, and the utility authority for New Smyrna Beach, Keys Energy and Sarasota County. I will be glad to invite you and anyone on your team to the demo. My contact information is below. Feel free to call or email me any time. Regards, Fred Hogan The Public Group PH: 1-800-591-5546 x155 Fax:1-800- 932 -7001 fredh2thepublicgroup.com 3/18/2011 2326 Addison Lane John's Creek GA 30005 800 -591 -5546 x155 PtIblic I Surplus4 Thank you for your interest in Public Surplus. Over the past 10 years, our online auction system has helped thousands of public agencies realize tremendous success in selling their surplus online. As the leader in this industry we invite you to learn more about us. When reviewing the best methods of surplus disposal, Public Surplus deserves your consideration. 1. Significant revenue increase: By listing on Public Surplus, you give your community instant access to your auctions and also reach many more across the country. Additionally, our strong buyer base and aggressive Buyer Contact Department can give your auctions national attention. These and other factors explain why our users are generating 30 -60% more net revenue over any other surplus disposal system. 2. 7 -year audit trails: Everything that happens on our site is automatically recorded and saved for 7 years. We give you the ability to instantly download and print a variety of reports for audit purposes. This feature is especially critical today in light of heightened homeland security threats, to track whom is purchasing your surplus. 3. Extendable auction feature: Our unique extendable auction feature significantly increases the revenue on your surplus sales. As long as there is bidding activity, your auction will extend for 5 minutes indefinitely. This feature makes Public Surplus one of the only true online auctions and assures compliance with state, local, and federal regulations. 4. Compliance with state, local, and federal regulations: Everything about our system is designed to keep public agencies in compliance with surplus disposal regulations. This includes free internal reallocation, 7 -year audit trails, a hold harmless clause, and extendable auctions. Having worked with the public sector for the past 8 years, we offer vast experience in successful surplus management and disposal. 5. Free registration, listing, or re- listing: Our goal is to make you successful. We make no exaggerated claims, require no contracts, and have no hidden fees. We are successful only when our system and service are better than any alternative available to you. To register as a seller with us, simply go to http:Hwelcome.publicsurolus.com. 6. Comprehensive surplus management system: Public Surplus is a comprehensive system to help you organize, automate, and manage your entire surplus inventory operations. We have significantly streamlined the process for you, to reduce the hassle required selling surplus. Listing an auction takes only 2 -3 minutes. Our users consistently comment on how easy -to -use our system is. 7. No commitments required: The only way to really seethe success of the system is to try it out. In that vein we require no contracts or commitments and charge you nothing unless your surplus sells. Public Surplus continually strives to be the best auction venue available and is dedicated to helping you succeed in selling your surplus. I invite you to explore the benefits of our online system through a free, 30- minute online presentation. This presentation will take you behind the scenes to learn about our service and system. I will be contacting you soon to see if you have any questions and when you would like to view one of our free online seminars. Thanks again for your time and I look forward to discussing this with you in the near future. Fred Hogan South East Sales Rep. The Public Group 800 -591 -5546 x155 fredhna the publiceroup.corn '. if= Frequently Asked Questions 1. Are Internet auctions legal? Yes. In fact, online auctions are often the most legal method for public agencies to sell surplus. Because Public Surplus reaches more people in your community, you have greater community involvement, which increases your revenue. Our system also offers all of the critical components of a public auction including extendable auctions (ensuring a "true" auction), equal access, full disclosure, and surplus hacking tools. 2. How much does your system cost? Everything about our system is free to the seller. Not only can you register and list for free, but we provide all the tools needed for successful surplus operations, including internal reallocation, 7 year audit trails, picture uploads, training, and support. Once an item sells, your buyer will pay a 10% premium. 3. How do I get started? Registration is simple and only takes a few minutes. Go to httro ://welcome.publicsurplus.com to set up an account. You will be contacted by your support representative who will train you on the system and help you begin listing. 4. Who can buy and sell on Public Surplus? Only public agencies can sell on our site, although anybody can register as a buyer. This establishes an exclusive and legal setting for public auctions while inviting a large buyer base to bid on your surplus. 5. What can I sell on your site? You will have the most success on our site in selling vehicles, heavy equipment, and specialty items. However, Public Surplus has and can facilitate the sale of just about anything imaginable. 6. Can I set a minimum bid or a reserve price? Yes. Both a minimum bid and reserve price are available to you. We also bring you expert advice and training on how to ensure success in listing and selling on Public Surplus. Although we cannot control the market, we can bring the best market price to you through our vast buyer base. Our objective is to help you be successful. 7. How often /how much am I required to sell on your site? We do not require you to sell a certain quota of surplus on our site. We also do not require contracts. One of the major advantages to selling with us is that you can list surplus whenever it becomes available. This has been a successful model from the state level all the way down to the smallest county or school district. 8. Do I have to ship my item? No. In fact, we encourage agencies to leave the item on site and have the buyer arrange to pick it up. 9. Who handles payment? Public Surplus handles all payments for your agency. We make it easy for the buyers to pay for your items via credit card and wire transfers. We take the stress out of payment collections. We even remind the buyers of the deadlines for making payment and mark them default and offer it to the next highest bidder automatically if they should not come through. 10. Is there a contract in place that we can use? Yes. I£ your agency sells enough surplus on our site to require an agreement, we have national piggyback able contracts available to you. Each of these national contracts results from an extensive RFP processes. Additionally, we can provide you with a scope of work agreement to simplify your procurement process. 11. Who is using your service? We have over 2000 public agencies that actively list on Public Surplus. You are welcome to visit our website at http://www.publicsurplus.com to see who is currently listing surplus in your area. We work with states, counties, cities, school districts, educational institutions, and many other types of agencies and have helped them realize tremendous success in selling surplus. The next few pages contain references of public agencies who list on our site. Please feel free to contact them and inquire about their experience with Public Surplus. MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Miami -Dade County, Florida STATE OF FLORIDA COUNTY OF MIAMI -DADE: Before the undersigned authority personally appeared V. PEREZ, who on oath says that he or she is the LEGAL CLERK, Legal Notices of the Miami Daily Business Review f /k/a Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Miami -Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF SOUTH MIAMI PUBLIC HEARING & DATE CHANGE - APRIL 4, 2011 in the XXXX Court, was published in said newspaper in the issues of 03/25/2011 Affiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami -Dade County, Florida and that the said newspaper has heretofore been continuously published in said Miami -Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Miami -Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that he or she has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this adver iseme r publication in the said newspaper. ,71 Sworn to and subscribed before me this 25 dayo MARCH ,A.D. 2011'_ (SEAL) V. PEREZ personally known to me �ti� Pvg�� �C,DmwnllsFl �n'?k [21' 937532 F {rxt~h r t? r crti6fnht§r 2,;2013 ��f`" &+.Yd2U �x.':1N�nnxuNSNG60•Tn61o19 4FN 04 tax COP .- ORtQ CITY MSOUTN'MIAN�1 NOTICE OFPUBLIC` , ING' AND DATE GNANOE " NOTICE IS HEREBY given that the City Commission of the City of South Miami, Florida will conduct Public Hearings at its esgularCity Commission meeting scheduled for MondaJ Aorff 4.2011-. beginning°at 7:30 p.m., in the City Commission Chambers, 6130 Sunset Drive, to consider the fok' lowing item(s): A Resolution of the Mayorand City Commission of the City of South Miami, relating to a requestpursuant to Section 20 4A(J) of the Land and providing an effective date.f s - An Ordinance of the Mayor and City Commission of the.City of South Amt i Phnm. amandina the Land Deis 106ment 1 Ce to place in Boartl Establishment and Membership' in order to require that one member be a licensed affomey;'and by creating now Article. XI, Historic Preservation Regulations" including: Section, 20 -11,1 to be .,...:eww .u,. «:,.. o:e�nm�ei�o-:Rranrlards "• Section 20 -11.2 to be M A Ordinance of the Mayor and the City Commission`.of the City,n% South Miami, Florida amentlmg1 0', vision PIar1 p)gvidmg foriatj� amendment of Sec 16- 37:Powars of Board provtdmgfor severab�iity;: conflict and an effective date. A Resolution of the Mayor and City Commission of the City of South Miami, Florida, authorizing the City Manager, to execute a contract agreement with PropertyRoom.com, Inc for auctioning of surplus municipal p7operty; andprovidmg fOr an;effecbve date `q A Resolution,of the Mayor and City Commission of the City of South Miami; Fionda, relating to contracts; authorizing the City Manager to execute an, inter -Ipedi �Agreemehf6etween Miami -Dade County; Miami -Dade Police Department, and the City Of -South Miami for ' School Crossing Guard Services in FY 201111/2012; providing for an effective date. - A Resolution of the Mayor and City Commission of the City of South Miami,. Florida, authorising "4he'Cify Manager to execute `a multi- annual service agreement with MacMillan Oil. Company of Florida, Inc, for in'e purchase and delivery of'66lk fuel gasoline anc diesel for the CIty's:behicie IOWA eat and �egwpment in the amount of $110,111.00; to be charged to Departmental Fuel Account'Numbere 001 -1320- 513 - 5230, 001- 1340 -513- 5230, 001 -1640. 524 -5230, 001 1910 -521 -5230 and 001 - 2000 -572 -5230; providing, for an effective date. ALL interested . parties are invited to attend and will be heard. For further mfornJation pTeasg contact the City Clerk's Office-aLi 305- 663 6340 ., .. _ .. Maria M. Menendez, CMC City Clerk Pursuant to Florida Statutes 266,0105,. the City hereby advises the public! that if a person decides to appeal any decision made by this Board,! Agency or Commission, with respect Jo any matter considered at its meeting or hearing, he or she will need a record of the proceedings, and, that for such purpose; affected person may need to ensure that a verbatim' record of the proceedings . is made which record includes the testimony and evidence upon which the appeal is to be based. - 3/25, 1 . ".11- 3- 130/1671473M 11 -m.Nq °a =go °o aaj�E o���E EMU 11 -UH Lr �� pZC 3~ d= TWO mi Eqd.. 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