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HomeMy WebLinkAbout384625 PROPERTYROOM.COM - CONTRACT - AGREEMENT MISC - PROPERTYROOM.COM INCSERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and PropertyRoom.com, Inc., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A", consisting of three (3) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence June 9, 2012, and shall continue in full force and effect until June 8, 2013, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to Services Agreement Page 1 of 13 not limited to explosives, firearms, counterfeit or unauthorized copyrighted material ('knockoffs"), poisons or pharmaceuticals. 10. Representations and Warranties of Owner. Owner hereby represents, warrants and covenants as follows: (i) Property delivered to PropertyRoom is available for sale to the general public without any restrictions or conditions whatever; and (ii) Owner has taken all required actions under applicable law that are conditions precedent to Owner's right to transfer title to the Property to purchasers (the "Conditions Precedent"). 11. Books and Records. PropertyRoom 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 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. Pickups. PropertyRoom agrees to schedule pickups of merchandise upon request by the City of Fort Collins, on an as -needed basis. There is to be no additional charge to the City for this service. Services Agreement Page 10 of 13 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: "The insurance evidenced by this Certificate will not be cancelled or materially altered, except after ten (10) days written notice has been received by the City of Fort Collins." In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees shall be named as additional insureds on the Service Provider's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: Workers' Compensation insurance with statutory limits as required by Colorado law. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $500,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Services Agreement Page 11 of 13 EXHIBIT C COST BREAKDOWN 1. The total amount paid by the purchaser 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 the purchaser. For each item of Property, Owner (i.e., the City of Fort Collins) will be credited with 50% of the first $1,000 of the Winning Bid and 75% of the portion, if any, of the Winning Bid that exceeds $1,000. From this amount, the owner's pro rata share of the transaction fees, if any, assessed by the credit card processor ("Credit Card Costs") will be deducted. 3. Credit Card Costs will be borne by Owner and PropertyRoom in proportion to the percentage of the revenue credited to the parties for each underlying transaction. 4. Amounts received by the Owner will be called "Owner's Net Proceeds". The following example illustrates how proceeds of a sale are to be allocated. Assume an item of Property sells at auction for a Winning Bid of $100; 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 by credit card, and the Credit Card Costs are 2% of the Sales Price. The Credit Card Cost is therefore $2.36 ($118 x .02). The Owner and PropertyRoom each share 50% of the underlying Winning Bid, therefore Credit Card Costs are also shared equally ($1.18 each). The Owner's Net Proceeds are $48.82 ($50.00 less $1.18). Services Agreement Page 12 of 13 EXHIBIT D PROPERTY MANIFEST FORM City of Fort Collins Police Services will fill out the Property Manifest form electronically, and submit it to City of Fort Collins Purchasing Division for review and approval. The electronic form will be reviewed, posted on the City's Purchasing website for the mandatory posting period, anc released by Purchasing to Police Services before product is to be picked up by PropertyRoom. The hard -copy Manifest Form must accompany PropertyRoom merchandise pickups, to authorize their release for sale. Services Agreement Page 13 of 13 � 1 ® Av a CERTIFICATE OF LIABILITY INSURANCE DATE (MM/LID/YYYY1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SullivanCurtisMonroe Insurance Services 980 Montecito Drive, Suite 105 Corona, CA 92879 www.SullivanCurtisMonroe.com License It OEB3670 CONTACT NAME: PHONE E No. ExtI, 1.4 FX INC.No: 951.493,3399 E-MAIL ADDRESS: INSURERS AFFORDING COVERAGE NAIC s INSURER A: The Builinoton Insurance Co. INSURED PropertyRoom.com, Inc. 5257 Buckeystown Pike, #475 Frederick MD 21704 INSURER B: Hartford rwd r Insurance INSURER C: National Union Fir Insurance Co. INSURER D: INSURER E INSURER F COVERAGES CERTIFICATE NUMBER: 12557857 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TR I TYPE OF INSURANCE AODL UBR POLICY NUMBER MMIOPOLIDY/YYYY MM IDOIIYYYY LIMITS A GENERAL LIABILITY ✓ 263BW18907 4/2/2011 4/2/2012 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence) $ 100,000 ✓ COMMERCIAL GENERAL LIABILITY MED EXP (Any one person) $ 5,000 CLAIMS -MADE O OCCUR PERSONAL B ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GENT AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2,000,000 $ ✓ POLICYPRD LOG B AUTOMOBILE LIABILITY ✓ 72UENHY5766 4/2/2011 4/2/2012 E� a ItleDI SINGLE LIMIT $ 1,000,000 ✓ BOD ILYINJURY(Perperaon) $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON OWNED HIRED AUTOS ✓ AUTOS BODILY INJURY (Per accident) $ ✓ PROPERTY DAMAGE Per accitlent $ ✓ $ Comp Ded $1000 $ Coll Ded $1,000 D ✓ UMBRELLA LIAB ✓ OCCUR BE013003870 4/2/2011 4/2/2012 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE LIED Ll RETENTION$ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN WC STATU- OTNi- TORY LIMITS E ANY PROPRIETOR/PARTNERIEXECUTIVE❑ OFFICER/MEMBER EXCLUDED? NIA EL EACH ACCIDENT $ (Mandatary in NH) E.L. DISEASE -EA EMPLOYEE s EL.DISEASE-POLICY LIMIT $ It yes, describe under DESCRIPTION OF OPERATIONS hel. B Crime Coverage 72BDDAX0718 6/6/2011 6/6/2012 $250,000 limit with $25,000 deductible DESCRIPTION OF OPERATIONS / LOCATIONS/ VEHICLES (Attach ACORD 101. Additional Remarks Schedule, if more space is required) City of Fon Collins, its officers, agents and employees are named additional insured per attached endorsments. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Collins THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 215 North Mason Street ACCORDANCE WITH THE POLICY PROVISIONS. Fort Collins CO 80522 AUTHORIZED REPRESENTATIVE �I.OLf.C.i U „'-•i-� Linda Johnson ©1988.2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD CERT NO.: 12557857 CLI EMT CODE: PROPECOM Laura Bravo-Agoinaga 3/7/2012 11:50:44 PM Page 1 of 5 COMMERCIAL AUTOMOBILE PropertyRoom.com, Inc. 72UENHY5766 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. 1. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legally incorporated subsidiary in which you own more than 50% of the voting stock on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit oflnsurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership, joint venture or limited liability company (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 160 days or more after As acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. Form HA 99 16 07 06 B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A. I. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the `auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee" on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. ® 2006, The Hartford (Includes copyrighted material of ISO Properties, Inc., with its permission.) Page 1 of 3 CERT NO.: 12557857 CLIENT CODE: PROPECOM Laura Bravo-Aguinaga 3/7/2012 11:50:44 PM Page 2 of 5 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees". Coverage is excess over any other collectible insurance. 4. HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1) $50,000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto' for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the hired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extension of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5. PHYSICAL DAMAGE -ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provided a limit of $50 per day and a maximum limit of $1,000. Form HA 99 16 07 06 S. LEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, if a long -tens leased "auto" is a covered "auto" and the lessor is named in the policy as a Loss Payee, we will pay in the event of a total "loss" your additional legal obligation to the lessor for any difference between the actual cash value of the "auto" at the time of the "loss" and the "outstanding balance" of the lease. "Outstanding balance" means the amount you owe on the lease at the time of "loss" less any amounts representing taxes; overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination fees. 7. AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag. 6. ELECTRONIC EQUIPMENT -BROADENED COVERAGE The exceptions to Paragraphs BA - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4.d. do not apply to: a. Equipment designed solely for the reproduction of sound and accessories used with such equipment, provided such equipment is permanently installed in the covered "auto" at the time of the "loss" or such equipment is removable from a housing unit which is permanently installed in the covered "auto" at the time of the "loss", and such equipment is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto"; or b. Electronic equipment that is necessary for the normal operation of the covered "auto" or the monitoring of the covered "auto's" operating system; or c. Electronic equipment that is an integral part of the same unit housing any sound reproducing equipment described in Paragraph a. above and permanently installed in the opening of the dash or console of the covered "auto" normally used by the manufacturer for installation of a radio. Page 2 of 3 CERT NO.: 12557857 CLIENT CODE: PROPECOM Laura Bravo-Aguinaga 3/7/2012 11:50:44 PM Page 3 of 5 d. Any other electronic equipment that receives or transmits audio, visual or data signals if such equipment: (1) is permanently installed in a covered "auto" at the time of the "loss"; and (2) is designed to be solely operated by use of the power from the "auto's" electrical system, in or upon the covered "auto"; and (3) was initially installed or is a replacement of equipment that was initially installed by the auto manufacturer or dealer before the covered "auto" was delivered to the original purchaser; and (4) the value of the equipment was included in the retail cost the original purchaser paid for the covered "auto". 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION III - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: If another Hartford Financial Services Group, Inc. company policy or coverage form that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) .If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived; (2) If the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUITOR LOSS The requirement in LOSS CONDITIONS 2.a. - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. - POLICY PERIOD, COVERAGE TERRITORY - of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the "insured's" responsibility to pay damages for "bodily injury" or "property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to- 1 S. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the following: We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. 16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- DEFINITIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. 17. EXTENDED CANCELLATION CONDITION Paragraph 2. of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. Form HA 9916 07 06 CERT NO.: 12551851 CLIENT CODE: PROPECOM Laura Bravo-Ag0naga 3/7/2012 11:50:44 PM Page 4 of 5 Page 3 of 3 PrbpertyRoom.com, Inc. 3/7/2012 263BW18907 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. AUTOMATIC ADDITIONAL INSUREDS BY WRITTEN CONTRACT, WRITTEN AGREEMENT OR PERMIT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section 11 - Who Is An Insured is amended to include as an additional insured any person(s) or organization(s) with whom you agreed, because of a written contract, written agreement or permit, to provide insurance such as is afforded under this Coverage Part, but only: 1. With respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused by "your work" or maintenance, operation or use of facilities owned or used by you; and 2. When such written contract, written agree- ment or permit is fully executed prior to an "occurrence" in which coverage is sought under this policy. B. With respect to the insurance afforded these additional insureds, the following additional exclusions apply: This insurance does not apply: 1. To any person or organization included as an insured by an endorsement issued by us and made part of this Coverage Part. 2. To any lessor of.equipment if: a. The 'occurrence" takes place after the equipment lease expires; or b. The "bodily injury", "property damage" or "personal and advertising injury" arises out of the sole negligence of the lessor. GSG-G-010 08 09 3. To any engineer, architect or surveyor if the "bodily injury", "property damage" or "personal and advertising injury" arises out 'of the rendering of or the failure to render any professional services by or for you, including: a. The preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; or b. Supervisory, inspection or engineering services. 4. To any: a. Owners or other interests from whom land has been leased; or b. Managers or lessors of premises if: (1) The "occurrence" takes place after you cease to be a tenant in that premises; or (2) The "bodily injury", "property damage" or "personal and advertising injury" arises out of structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor. 5. To any person or organization included as an insured under Paragraph 3. of Section II - Who Is An Insured. Includes copyrighted material of ISO Properties, Inc., with its permission. Page 1 of 1 CERT NO.: 12557857 CLi ENT CODE: PROPECOM Laura Bravo-Aguinaga ]/]/2012 11:50:44 PM Page 5 of 5 ACORN® l� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDO/YYYY) o3/oB/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsements . PRODUCER Aon Risk Services, Inc of Florida 1001 Sinclair Bay Drive, Suite #I IW Miami, FL 33131-4937 CONTACT NAME: Aon Risk Services, Inc of Florida PHONE A A/C No. Ext : 800-743-8130 AIC No : 800-522-7514 EMAIL ADDRESS: ADP.COI.Center®Aon.nom INSURERS) AFFORDING COVERAGE NAICM INSURER A : National Union Fire Ins Co of Pittsburgh 19445 INSURED ADP TotalSource I, Inc. INSURER B : INSURER C 10200 Sunset Drive Miami, FL 33173 UCIF INSURER D INSURER E PROPERTVBUREAU Com Inc. DBA Property Room 26421 Crown Valley Pkwy Suite 200 INSURER F : Mission Viejo, CA 92691 COVERAGES CERTIFICATE NUMBER: 403440 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LIMITS SHOWN ARE AS REQUESTED. INSR LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF _ MM/DD/YYYY MM/DD/YYYY POLICY EXPkGENEHA LIMITS GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR RRENCE $ DAMAGE. occ ED acccurrenca $ n one erson $ 8 ADV INJURY $ GGREGATE $ GENT AGGREGATE LIMIT APPLIES PER: POLICY PROJECT LOC - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS NON -OWNED HIRED AUTOS AUTOS COMBINED SIN LE LIMIT Ea accident) $ BODILY INJURY Perperson) $ BODILY INJU RV Per accident) $ R PE TV DAMA E Peraccidenl $ UMBRELLA LAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DEC RETENTION $ A WORKERS COMPENSATION AND EMPLOYERS'LIABILITY YIN ANY ROPRIETORPARTNER/EXECUTIVE OFFICERIMEMBER EXCLUDED? (Mandatory In NH) Il yce deccni,e nvor DESCRIPTION OF OPERATIONS below N/A WC 012443977 CA 07/01/11 07/01/12 X STATU TWOCRV LIMITS OTH ER E.L. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 E.L. DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, 8 more space is required) All worksite employees working for the above named client company, mid under ADP TOTAL SOURCE, INC's payroll, are covered under the above stated policy. CERTIFICATE HOLDER CANCELLATION City of Fort Collins 215 North Mason Street Fon Collins, CO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Qnc 01988-2010 ACORD ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD the following addresses: City: Copy to: Service Provider: City of Fort Collins City of Fort Collins PropertyRoom.com, Inc. Attn: Purchasing Attn: Police Evidence, Katrin Attn: Larry Lesnick, Business PO Box 580 Bonham Development Fort Collins, CO PO Box 580 5257 Buckeystown Pike, Suite 475 80522 Fort Collins, CO 80522 Frederick, MD 21704 lar lesnick property room. com In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service provider for the performance of this Contract, subjectto additions and deletions provided herein, perthe attached Exhibit "C", consisting of one (1) page, and incorporated herein by this reference. 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. Services Agreement Page 2 of 13 consent of the City. 9. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 10. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. C. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City -furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by Service Provider in a manner and at a time acceptable to City. 11. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 12. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period often (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail Services Agreement Page 3 of 13 himself of any other remedy at law or equity. If the non -defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non - defaulting party for the non -defaulting party's reasonable attorney fees and costs incurred because of the default. 13. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 14. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing and Risk Management, P. O. Box 580 Fort Collins, Colorado 80522 one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 15. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. Services Agreement Page 4 of 13 16. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 17. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the "e-Verify Program") or the Department Program (the "Department Program"), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre -employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: Services Agreement Page 5 of 13 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the "Department") made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider's violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 18. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "D", consisting of one (1) pages, attached hereto and incorporated herein by this reference. Services Agreement Page 6 of 13 CITY OF FORT COLLINS, COLORADO a municipal corporation By.��-� Jams . O'Neill II, CPPO, FNIGP DiretA6r of Purchasing and Risk Management Date: 3 13 1 Z, PropertyFjcgn.Wm, In By:—,1V PTowto P INT NAME M5(* cl."* , Co 0 1• GEo CORPORATE PRESIDENT OR VICE PRESIDENT Date: 3191 1 a.. ATTEST: (Corporate Seal) CORPORATE SECRETARY Services Agreement Page 7 of 13 EXHIBIT A SCOPE OF WORK Property to be Sold. From time to time, The City of Fort Collins will designate items of personal property (the "Property") that it desires to provide to PropertyRoom for Disposition Services. PropertyRoom retains the right to accept or reject certain items in its sole discretion. Title. The City of Fort Collins ("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. All 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 PropertyRoom's right to PropertyRoom's Net Proceeds and funds attributable to Credit Card 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. Method of Selling Property. PropertyRoom will, on Owner's behalf, list Property for sale by auction to the public on the World Wide Web of the Internet on one or more domain names selected by PropertyRoom. To the extent that any Property is not sold by auction, PropertyRoom may, in any commercially reasonable manner selected by PropertyRoom, dispose of Property. PropertyRoom 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. PropertyRoom 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 a Product will be auctioned; creating text and graphics to describe and depict Property submitted for auction; collecting all purchaser information (such as purchaser's name, billing address, shipping address, and credit card information); approving purchasers' credit card purchase transactions; and collecting auction proceeds for completed sales from purchasers. PropertyRoom shall use its best efforts in auctioning and selling the Property on the Internet and disposing of Property that does not sell at auction. PropertyRoom shall sell and dispose of all Property "as is" without any liability to the Owner. PropertyRoom 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. 4. Payment Terms. Not later than once every month, PropertyRoom 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, PropertyRoom will make available to Owner a detailed report of setting forth the following information for the immediately preceding month: (i) the completed sales during the prior month, including the total amount of related proceeds collected, the Owner's and PropertyRoom's share of Credit Card Costs, the Owner's Net Proceeds, (ii) other dispositions of Property during the month; (iii) the Property, if any, inventoried by PropertyBureau at the end of the month. Services Agreement Page 8 of 13 5. Conflicts of Interest. By the Charter of the City of Fort Collins Colorado; no officer, employee, or relative of an employee of the City of Fort Collins shall, directly or indirectly, purchase by bid or auction any personal property of the City of Fort Collins. PropertyRoom has assigned "0219" as the four -digit prefix for the City of Fort Collins Property Room items. Also, PropertyRoom and its employees and agents may not directly or indirectly bid for or purchase auctioned Property on the PropertyRoom websites. 6. Non -Exclusivity. This is not an Exclusive Agreement for Auction Services. The City of Fort Collins reserves the right to utilize other Auction Services and/or other means of conduction Public Auctions, Bids, or Sales for Police Evidence and/or disposition of other surplus public property; to achieve the best value for the City. PropertyRoom All -Inclusive Services. PropertyRoom agrees to provide the following additional services at no extra charge: a. Pickup, transport, and deliver all City of Fort Collins items to their Processing Center. b. Pick -Up Driver verifies each line item on the manifest, which is then bar-coded and assigned a unique SKU number. A duplicate bar-code is placed on the item itself. c. Digitally photograph each item for Auction. d. Inspect and clean all items. Perform electrical and mechanical testing. Repair if feasible. e. Conduct research to provide accurate descriptions of items for sale. Solicit appraisals, where necessary, to set appropriate minimum bid limits (reserves) for high -value items. f. Package and ship items from their Processing Center directly to the buyer. g. Receiving personnel verify manifest against physical barcoded items upon arrival at Processing Center. Immediate feedback and resolution on any discrepancies. 8. PropertyRoom's Obligations Concerning Property in Its Possession. With respect to Property in PropertyRoom's possession: (i) PropertyRoom will exercise due care in the handling and storage of any Property; (ii) PropertyRoom 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; (iii) PropertyRoom shall sign and deliver to Owner any UCC-1 financing statements or other documents reasonably requested by Owner; (iv) PropertyRoom shall obtain and maintain insurance in an amount (determined by PropertyRoom) 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. PropertyRoom shall give Owner an insurance certificate upon Owner's request; and (v) If PropertyRoom returns any Property to Owner, PropertyRoom shall pay all freight charges, insurance and related costs to return the Property to Owner's nearest warehouse. PropertyRoom, at PropertyRoom's expense, shall insure Property during shipping in an amount not less than the replacement value of any item of Property returned to Owner. 9. Owner's Obligations. Owner will complete paperwork reasonably necessary to convey custodial possession of the item of property to PropertyRoom, 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 Services Agreement Page 9 of 13