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Resolution No. 94641 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 9464 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A SERVICES AGREEMENT BY AND BETWEEN THE CITY OF VERNON AND C.H.P. ENTERPRISES, INC., DBA KEN PORTER AUCTIONS, AND APPROVING AND RATIFYING THE CITY'S PARTICIPATION IN THE LOS ANGELES METRO PUBLIC PURCHASING AGENTS' COOPERATIVE WHEREAS, the Los Angeles Metro Public Purchasing Agents' Cooperative ("LAMPPAC") was organized for the coordination of joint bid and piggybacking opportunities for its membership for commonly purchased items and to provide a forum for sharing information, networking and the development and attainment of purchasing goals; and WHEREAS, the City of El Segundo, acting as lead agency on behalf of LAMPPAC members, solicited bids for auction services to be used for the disposal of surplus property and awarded said bid to C.H.P. Enterprises, Inc., dba Ken Porter Auctions ("Ken Porter"); and WHEREAS, on or about October 15, 2007, the purchasing division of the Finance Department of the City of Vernon submitted an application and the annual payment of Fifty Dollars ($50)to become a member of LAMPPAC in order to take advantage of the timesaving and cost effective purchasing forum to attain the best pricing as a group, subject to ratification by the City Council; and WHEREAS, the City has been given the opportunity to retain the services of Ken Porter under City of El Segundo Bid Specification No. 05-15 (the "Bid,,); and WHEREAS, the City desires to employ Ken Porter to furnish off -site auctioneering services for the sale of "as is" surplus vehicles, equipment, miscellaneous supplies and materials pursuant to 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 its proposal dated October 1, 2007, in accordance with the Bid; and WHEREAS, in accordance with its proposal, Ken Porter shall provide the auction services at no charge to the City and return to the City a .5% per unit buyers premium credit; and WHEREAS, the City's participation in LAMPPAC will improve the effectiveness of the Finance Department's operation and enhance the services provided to citizens, residents and businesses within the Vernon community; and WHEREAS, the City Council of the City of Vernon desires to approve and ratify the application for membership and payment of fees to LAMPPAC by the purchasing division of the Finance Department; and WHEREAS, the City and Ken Porter desire to enter into a Services Agreement setting forth the terms and conditions under which Ken Porter shall perform its auctioneering services for the City; and WHEREAS, the City Council of the City of Vernon has determined that, pursuant to the provisions of subsection (a) of Section 2.27 of the Vernon City Code, it is in the public interest and necessity to enter into a contract with Ken Porter for -the Iauctioneering services to enhance services provided to the Vernon 1community. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Services Agreement with Ken Porter, in substantially the same form as the copy which is attached hereto as Exhibit A and - 2 - I incorporated by reference. 2 SECTION 3: The City Council of the City of Vernon hereby 3 authorizes the Mayor or Mayor Pro-Tem to execute the Agreement with 4 Ken Porter for, and on behalf of, the City of Vernon and the City 5 Clerk is hereby authorized to attest thereto. 6 SECTION 4: The City Council of the City of Vernon hereby 7 directs the City Clerk, or her designee, to give one fully executed 8 Agreement to: 9 Ken Porter Auctions Attn. Dale C. Van Wagner, Regional Sales Director 10 400 E. Redondo Beach Blvd. 11 Gardena, CA 90248 12 SECTION 5: The City Council of the City of Vernon hereby 13 authorizes the City Administrator, or his designee, to make whatever 14 nonsubstantive, administrative and/or text changes, upon advice of 15 counsel, to the Agreement. 16 SECTION 6: The City Council of the City of Vernon hereby 17 approves and ratifies the submittal of the application for membership 18 to LAMPPAC and the payment of the annual membership fee. 19 SECTION 7: The City Council of the City of Vernon hereby 20 authorizes the City Administrator, or his designee, to execute any and 21 all documents necessary or to take any action deemed necessary to 22 implement and carry out the purposes of the Agreement and the 23 membership with LAMPPAC. 24 25 26 27 28 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 8: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 6th day of November, 2007. ATTEST: )U,-Wjz�- �i11�' MAKUELA GIRON, City Clerk �- r Name: Leonis C. Malburg Title: Mayor vt rio�-rcrri f - 4 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) ) ss COUNTY OF LOS ANGELES ) I, MANUELA GIRON, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 9464, was duly adopted by the City Council of the City of Vernon at an adjourned regular meeting of the City Council duly held on Tuesday, November 6, 2007, and thereafter was duly signed by the Mayor or Mayor Pro-Tem of, the City of Vernon. (SEAL) 4 6MANUIML�—A G RO , City Clerk - 5 - EXHIBIT A SERVICES AGREEMENT THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 6th day of November, 2007, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City," 4305 Santa Fe Avenue Vernon, California 90058 AND C.H.P. ENTERPRISES, INC., dba Ken Porter Auctions, hereinafter referred as "Contractor," 1,2580 Saticoy St., Bldg. A North Hollywood, CA 91605 400 E. Redondo Beach Blvd. Gardena, CA 90248-2345 RECITALS WHEREAS, the City has joined with other local entities in the Los Angeles Metro Public Purchasing Agents' Cooperative ("LAMPPAC"), an organization that coordinates joint bids and piggybacking opportunities for its members for commonly purchased items and services in order to attain the best pricing as a group; and WHEREAS, the City of El Segundo, acting as -lead agency on behalf of other agencies, solicited bids for auction services to be used for the disposal of surplus property; and WHEREAS, Contractor is the awarded bidder for LAMPPAC to provide off - site auction services, open to the public, for the sale of "as is" vehicles, equipment, miscellaneous supplies and materials provided periodically by the participating agencies; and Page 1 of 21 WHEREAS, the City desires to retain the services of Contractor to perform all work necessary to sell, at public auction, "as is" surplus equipment, vehicles, miscellaneous supplies, materials and personal property of City upon request of the City's Purchasing Agent (the "Services"); and WHEREAS, Contractor has prepared a scope and fee proposal dated October 1, 2007, together with City of El Segundo Cooperative Bid Specification No. 05- 15, for the Services, a copy of which is attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to perform the Services on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on November 5 2007, and will continue in effect for a period of three (3) years, or November 4, 2010, or until terminated as provided in this Agreement. Thereafter, on the anniversary of the date this Agreement was entered into, City has the option of renewing this Agreement for two (2) additional one (1) year periods at the same rates, unless either party to this Agreement notifies the other in writing to the contrary at least thirty (30) days prior to the anniversary date. SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. Page 2 of 21 B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean C.H.P. Enterprises, Inc. located at 12580 Saticoy St., Bldg. A, North Hollywood, CA 91605, doing business as Ken Porter Auctions located at 400 E. Redondo Beach Blvd., Gardena, CA 90248- 2345 and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents, including the City of El Segundo Cooperative Bid Specification No. 05-15 "Auction Services." E. "Contract Price" shall mean the compensation set forth or provided for in Section 4.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: 1. Information which, at the time of disclosure hereunder, is in the public domain; Page 3 of 21 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. J. "Work" or "Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement according to the standards then prevailing in the auctioneering services profession. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor's Services shall include, but will not be limited to, all services necessary to sell at off -site public auction surplus vehicles, of any kind, make or model, equipment, machinery, miscellaneous supplies, materials, tools, parts and personal property (collectively, the "Property") provided periodically by the City to be sold "as is." The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A." City authorizes the Contractor to take all actions on its behalf necessary to conduct and complete the auction, including but not limited to, marketing, advertising, publication and recordation of all notices and documents in compliance with the Bulk Sales Law or any other document as may be required by law, collecting all monies paid for items sold and shall give to the City with payment a report indicating the items sold, the amount paid, the commission retained by the Contractor and the amount due the City no later than five (5) business days after the conclusion of the sale. The City reserves the right to audit the sales and the Contractor's books and records. Page 4 of 21 Contractor will be required to pay City for items sold by check sent by certified mail within twenty (20) working days after the auction. Checks shall be sent to the Purchasing Agent of the City. Contractor shall have responsibility for preparing the necessary documentation to effectuate the transfer of ownership required by the Department of Motor Vehicles for all vehicles sold. Contractor shall accept legal liability for all the Property beginning with pick up through sale. Change of Services 3.02. City may at any time, by written change order executed by the City, make changes only to extend the Work duration and total compensation of Contractor's Work. Only the City shall authorize changes in the scope of Work, or duties and obligations. 3.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 3.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end at such time as the Services are completed and the City receives all project close-out documents, unless this Agreement is otherwise terminated according to Section 6 of this Agreement or extended according to the conditions and terms set forth in this Agreement. 3.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 3.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Contractor shall be required to transport all the Property to the auction site no later than five (5) business days after a request for pick up has been made by the Purchasing Agent, without charging any transport fees. Status of Contractor 3.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and Page 5 of 21 will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.09. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.11. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 4. COMPENSATION 4.01. In consideration for the Services to be performed by Contractor, described in Section 3 of this Agreement, City agrees to pay Contractor according to the Proposal set forth in Exhibit A (the "Contract Price"). There is no charge for commission or other miscellaneous fees regarding the sale of the Property unless City specifically agrees to them prior to any auction. City understands and agrees that Contractor will charge buyers a premium of 10.5% and the amount of the buyer's premium returned to the City shall be .5%. Page 6 of 21 Entire Compensation 4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 4.03. For Services rendered under Section 3 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with City requirements, by the fifteenth (15th) of each month, for the prior calendar month's completed Work. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. 4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes 4.06. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 3.02 and 3.03 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. Page 7 of 21 SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 5.02. All products of consulting services including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverage and endorsements set forth below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.04. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. 5.05. Contractor shall cause its insurers to issue, including -but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement, are maintained in force. 5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverage. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverage on an Occurrence Form Policy: 1. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, Page 8 of 21 0M state, territory, or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. 2. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $2,000,000 per occurrence. 3. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. 4. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverage or through an excess policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. 5. Professional Liability Insurance with limits of $2,000,000. 5.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not commence performance of its Work under this Agreement until the above insurance has been ,obtained and proof of insurance has been filed with and approved by the City. 5.08. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Page 9 of 21 Representations 5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, to the extent arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 5.10. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.11. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.12. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and Page 10 of 21 costs, that City may incur as a result of a.breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 5.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. 5.15 At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each party may notify the other in writing of the identity of such persons from time to time. Work Injury 5.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases that are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.17. During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (b) Page 11 of 21 invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.18. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.19 Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that Services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall .be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 5.20. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Page 12 of 21 Treatment of Confidential and Proprietary Information 5.21. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.22. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information that City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 5.23. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Contractor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Contractor has performed all Work to be performed pursuant to this Agreement. Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that bind the subcontractors to this non -disclosure requirement. 5.24. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 5.25. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement Page 13 of 21 are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.26. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 5.27. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.28. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.29. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.27 and 5.28 of the Agreement. Progress Reports 5.30. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. Contractor's License Classification 5.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. City Provided Data and Services 5.32. The City shall furnish the Contractor available studies, reports and other data pertinent to Contractor's Services; obtain or authorize Contractor to obtain or provide additional reports and data as required; furnish to Contractor services of Page 14 of 21 others required for the performance of Contractor's Services hereunder, and Contractor shall be entitled to use and rely upon all such information and services provided by the City in performing Contractor's Services under this Agreement. 5.33. The Contractor has no control over the cost of labor, materials, equipment or services furnished by others, or over equipment vendors' or construction contractors' methods of determining prices, or other competitive bidding or market conditions, practices or bidding strategies. Cost estimates are based on the Contractor's opinion based on experience and judgment. Contractor cannot and does not guarantee that proposals, bids or actual Project construction costs will not vary from cost estimates prepared by Contractor. SECTION 6. TERMINATION OF AGREEMENT 6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as all studies and budgets contemplated in the Services are complete and the City receives all project close-out documents, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Page 15 of 21 Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. Page 16 of 21 SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed "communicated as of the day of receipt or the third (3rd) day after mailing, whichever occurs first. Contractor — C.H.P. Enterprises, Inc. dba Ken Porter Auctions Attn: Dale C. Van Wagner Regional Sales Director 400 E. Redondo Beach Blvd. Gardena, CA 90248 City - City of Vernon Attn: City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 310-353-5740 Fax: 323-826-1438 Telephone: 310-353-7140 Telephone: 323-583-8811 All invoices shall be mailed via U.S. Postal Service to the following address: Vernon City Hall Attn: Office of the Treasurer 4305 Santa Fe Avenue Vernon, CA 90058 Entire Agreement of the Parties 7.02. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or Page 17 of 21 promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum meruit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the Page 18 of 21 dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to Page 19 of 21 fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 7.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 20 of 21 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: City of Vernon Name: Title: Contractor: Date: ATTEST: APPROVED AS TO FORM: Manuela Giron Jeff A. Harrison City Clerk City Attorney C.H.P. Enterprises, Inc. dba Ken Porter Auctions Name: Title: Date: Name: Title: Date: Page 21 of 21 EXHIBIT A Ken Porter A U C T 1 O N S October 1, 2007 City of Vernon c/o Delores Jaunzemis 4305 Santa Fe Avenue Vernon, CA 90058 Dear City of Vernon: All of us at Ken Porter Auctions appreciate the opportunity to submit a proposal to assist in the disposal of City of Vernon's vehicles, equipment and miscellaneous items. We are pleased to offer City of Vernon the following quotation: Costs/Fees Transport Fees Cars, Trucks, and Vans (< 1 ton) 0.00% $ 0.00 per vehicle Trucks, Equipment (> 1 ton) 0.00% $ 0.00 per vehicle DeLogo, Smog and Safety $0.00 per unit N/A Buyers Premium (Credit to City) 0.50% per unit N/A Miscellaneous items 0.00% $0.00 per trailer There are NO OTHER FEES OR CHARGES to you unless you specifically agree to them prior to any auction. Our auctions are conducted on the I" and 3rd Saturday's of every month .We will provide you with a detailed summary along with your settlement check within 20 days of the auction. Your permanent records are also available on our website and are accessible by you 24/7/365. We look forward to the opportunity of meeting and exceeding your auction needs. Sincerely, Dale C Van Wagner Regional Sales Director Ken Porter Auctions DVW/1007 400 East Redondo Beach Blvd. Gardena, CA 90248 Phone: 310-353-7140 • Fax. 310-353-5740 www.kenporterauctions.com • E-mail:infoC kenporterauctions.com Bid No. 05-15 CITY OF EL SEGUNDO COOPERATIVE BID SPECIFICATION NO.05-15 "AUCTION SERVICES" 1.0 GENERAL 1.1 The City of E1 Segundo is acting as lead agency on behalf of other agencies soliciting bids for auction services to be used for the disposal of surplus property. Each agency participating shall be responsible for their own debts and for determining the extent if any, of their participation in the program. The Los Angeles Metro Public Purchasing Agents' Cooperative (LAMPPAC) membership consists of (38) City's, (2) County Agencies, (4) School Districts, and (2) Special Districts from Los Angeles and Orange Counties. Please visit www.lamppac.org for more information. 1.2 Lenith & Award of Contract The contract will be for five (5) years as follows: a three (3) year base contract with two (2) additional one year optional periods. Bidders are advised that the participation of an agency in the program is in most cases subject to the review and approval of the agency's governing board or council. CI 1.3 Evaluation of Bids All bids received will be evaluated upon the best combination of commission rates, services offered, facilities, references and abilities to meet the requirements of the specifications. Agencies reserve the right to tour a bidder's facilities and to speak with officials of each company submitting a bid as part of the bid evaluation process. 1.4 Agency Riahts Each agency reserves the right to split the order and award the disposal of vehicles separately if such action is considered to be in the best interest of the agency. Each agency further reserves the right to establish reserve for any item placed up for auction with the Contractor. Prospective bidders are advised that no agency by virtue of its participation in the program is guaranteeing a certain number of vehicles, goods or materials will be placed up for auction with the Contractor during the life of the contract. 1.5 . Contract Termination A contract may be terminated, with or without cause by any participating agency upon the submittal of thirty (30) days written notice to the Contractor. The Contractor shall have the right to terminate the contract upon the submittal of ninety (90) days written notice to the agency based upon agency failure to perform in accordance with the terms and conditions of the purchase contract or agreement. `"" BID for Auction Services 405-I5-Specifications.doe 5 Bid No. 05-15 1.6 Licenses & Permits The Contractor will be required to have and maintain during the life of the contract all necessary licenses and permits required to provide the specified services. Prospective bidders desiring specific information regarding a particular participating agency's license and permit requirements are urged to contact the agency directly. 1.7 Proof of Insurance The Contractor shall be required to provide proof of insurance as required by each participating agency. The Contractor shall be required to obtain and maintain at all times during the term of the contract Commercial General Liability and Automobile Insurance protecting the Contractor for not less than $1,000,000 combined single limit. Bidders are advised that some agencies may have insurance requirements greater than those previously stated. Accordingly, bidders should review Exhibit A for Individual Agency Requirements or contact agency directly for specific information. 1.8 Agency Indemnification The Contractor shall defend, indemnify and hold harmless all of the participating, agencies, their component units, and their officers, elected officials, employees, and volunteers from and against any and all claims and liabilities arising from or related to Contractor's work or other things done, caused to be done, permitted or suffered by Contractor in connection with performance or efforts to perform, under this contract, and from all costs, attorney's fees, and liabilities incurred in the defense of any claim or action or proceeding brought thereon. Contractor shall. further defend, indemnify and hold harmless the participating agencies from and against any and all claims and liabilities arising from or related to any breach or default by the Contractor in the performance of any obligation to be performed under this contract, or arising from any act or omission or negligence of Contractor, or any officer, agent or employee of Contractor regardless of whether or not there exists any negligence, either active or passive, on the part of the participating agencies from all costs, attorney's fees, and liabilities incurred in the defense of any claim or action or proceeding brought thereon. In the event any action or proceeding is brought against any of the agencies by reason of any claim or liability, Contractor shall defend the same at Contractor's expense by council reasonably satisfactory to the agencies. Contractor as a material part of the condition to the participating agencies, under this contract, hereby assumes all risk of damage to property or injury to persons, from any cause other than the agencies sole negligence and Contractor hereby waives all claims in respect thereof against the participating agencies, including active or passive. The Contractor shall give prompt notice to the participating agencies in case of casualty or accidents in connection with the work performed under this contract. i ' BID for Auction Services 405-15-specifications.doc 6 Bid No. 05.15 1.9 Withdrawal of Bids A bid may be withdrawn upon written request to the Risk Manager/Purchasing Agent for the City of El Segundo anytime prior to the opening of bids. No bid may be withdrawn for a period of 90 days after the date and time established for the opening of bids. 1:10 Submittal of Bids All bids must be submitted to the City Clerk for the City of El Segundo in the manner prescribed by the date and time stated in the Notice Inviting Bids. Bids submitted after the date and time established for the opening of bids will be returned unopened to the sender. The City of El Segundo will not accept any bid submitted by Fax. 1.11 Inquiries Any question regarding these bid specifications should be directed to Mr. I Richard Hogate, Risk Manager/Purchasing Agent, City of El Segundo at 310/830-7600 extension 1231. Questions regarding the status of award of bid by a particular agency should be directed to the agency. 1.12 Contract Extension'To Other Azencies The prices, terms and conditions of this specification may be extended to other governmental agencies, at the mutual agreement of both the agency and the contractor. All requirements of specifications, purchase orders, invoices, and payments with other agencies would be direct with the successful bidder. The City of El Segundo does not warrant any additional use of the contract by such agencies. The City of El Segundo shall be notified immediately by the Contractor of the extension of the bid to any agency not originally included in this RPF solicitation. 2.0 REQUIRED SERVICES 2.1 The Contractor shall provide off -site auction services, open to the public, for the sale of vehicles, equipment, miscellaneous supplies and materials provided periodically by the participating agencies. All items will be sold "as is." 2.2 Is shall be the sole responsibility of the successful bidder to sell and/or properly dispose of all computer related items in compliance with all local, state and federal laws regulating the disposal of such items. 2.3 The Contractor shall be required to transport all vehicles, equipment, miscellaneous supplies and materials to the auction site no later than five business days after a request for pick up has been made. All transportation charges including providing pallets, F E _ BID for Auction Services .#0545 _specifications.doc 7 C` Bid No. 05-15 material handling equipment, shrink-wrapping materials and labor shall be the responsibility of the contractor. Bidders are advised that it may be necessary to' make pick ups from multiple sites within some jurisdictions. 2.4 The Contractor shall have responsibility for the marketing, advertising, and conducting the auction. The Contractor shall also be responsible for collecting all ironies paid for items sold and shall give to each participating agency with payment a report indicating the items sold, the amount paid, the commission retained by the Contractor and the amount due the agency. Said payment and report shall be given to the agencies no later than five (5) business days after the conclusion of the sale. The agencies reserve the right to audit the sales and the Contractors books and records. 2.5 The Contractor will be required to pay each agency for items sold by check sent by certified mail within (10) working days after the date of sale. Checks shall be sent to the Risk Manager/Purchasing Agent or designated agency representative at the address referenced in the purchase contract or agreement with each agency. 2.6 The Contractor shall have responsibility for preparing necessary documentation to effectuate the transfer of ownership required by the Department of Motor Vehicles for all vehicles sold. 2.7 Contractor shall accept legal liability for all vehicles, equipment, miscellaneous supplies and materials beginning with pick up through sale. 2.8. Contractor will be required to have sufficient space to hold over items not sold at the sale held immediately after pick up and shall place said items for sale at a second auction to be held at a later date. Items not sold at the second auction.will be returned to the agency unless otherwise instructed by the agency. 2.9 Bidders shall indicate their commission rate as a percentage of the total dollar amount sold for vehicles and then for equipment, miscellaneous supplies and materials. Said percentages are to be clearly stated on the bid summary page included as part of this specification. 2.10 Any and all fees which will be charged are to be listed on the bid summary page. Services provided by the Contractor but for which a fee is not indicated on the bid summary page shall be presumed to be given by the Contractor at no cost to the participating agencies. 2.11 The fees and percentages offered by the Contractor shall be fixed during the life of the contract. Each participating agency will retain the right to extend the contract for additional periods of time if such negotiated extension is considered to be in the best interest of the participating agency. BID for Auction services 405-15-Specifications.doc 8 Bid No. 05-15 2.12 Bidders shall as part of their response provide at least five (5) references from clients served during the last twenty-four (24) months. At least three of the references given are to be public agencies. 2.13 Bidders as part of their response shall provide copies of brochures and advertisements used to market or promote their last three public auctions. 2.14 Bidders as part of their response must provide a listing of sold vehicles from recent auctions including model, year, condition and sales price. 3.0 MISCELLANEOUS TERMS .AND CONDITIONS 3.1 The Contractor will be required to comply with applicable Federal, State, County and local rules and regulations. 3.2 Participating agencies shall not be charged storage fees for items stored through two sales at least. 3.3 Employees of the Contractor shall not be considered to be employees of any of the � agencies participating in this bid solicitation. t, - 3.4 The Contractor shall not sell, assign, subcontract or transfer the contract nor any of the rights and privileges granted thereby without the prior written approval of the participating agency(s). 3.5 The Contractor shall be responsible for tagging, inventorying and loading of items to be sold by the various agencies at their locations during normal business hours. BID for Auction Services .#05-15 -Specifications.doc 9 Bid No. 05-15 CITY OF EL SEGUNDO COOPERATIVE BID BID SPECIFICATION NO.05-15 "AUCTION SERVICES" City of El Segundo City Clerk's Office Room 5 350 Main Street El Segundo, California 90245-38 13 Gentlemen: In accordance with City of El Segundo Bid Specification No. 05-15 for auction services, we are pleased to provide the participating cities with auction services as described for a three (3) year base contract with two (2) additional one year optional periods, at the rates indicated below. A. Commission percentage rate for the sale of surplus motor vehicles shall be 0%. B. Commission percentage rate for the sale of surplus equipment, miscellaneous supplies and materials shall be 0%. C. Commission percentage rate for the sale of jewelry shall be 0%. D. Amount of buyers premium to be charged shall be 10.5% and the amount of buyers premium returned to the public agency shall be .5%. E. Schedule of Miscellaneous Fees (List Service and Corresponding Fees), Miscellaneous fees not listed below will not be accepted at a later date. Item Fee None N/A X�_ Bidders Initials BID for Auction services •#05-15-specifications.doc 10 Bid No. 05-15 F Company representative to be assigned to service this contract (s). Name: Dale Van Wagner Title: Marketing Director Phone: (818) 201-6573 Address: 12580 Saticoy Stree4 North Hollywood, CA 91605 ALL BIDS ARE TO BE SUBMITTED IN TRIPLICATE Name of Company: Ken Porter Auctions Address: 12580 Saticoy Street North Hollywood,.CA 91AM �. :A Date: October 24, 2005 Telephone: (818) 255-0616 Fax: (818) 255-0618 Title: President ,;, BID for Auction Services 405-15 .specifications.doc 11 Bid No. 05-15 t APPENDIX A REFERENCES Please provide in the space below the names of five clients served during the past twenty-four (24) months. Three of the five clients served must be public agencies. 1. Company/Agency: County of Ventura Address: 800 S. Victoria Avenue, Ventura, CA, 93009 Phone: (805) 654-3752 Contact Person: Leslie Percy 2. Company/Agency: City of Long Beach Address: 2600 Temple Avenue, Long Beach, CA, 90802 Phone: (562) 570-5404 Contact Person: Timothy Duggan 3. Company/Agency: City of Upland Address: 1370 N. Benson Avenue, Upland, CA, 91785 Phone: (909) 9314253 Contact Person: Frank Domijan 4. Company/Agency: Durham School Services Address: 9011 Mountain Ridge Drive, Suite 200, Austin, Texas, 78759 Phone: (512) 343-6292 Contact Person: Tom Me Bride 5. Company/Agency: Walt Disney Studios Address: 500 S. Buena Vista Street, Burbank, CA, 91521 Phone: (818) 560-1285 Contact Person: Rick White Bidders Initials BID for Auction Services-#05-15-Specifications.doc 1,2 Bid No. 05-15 APPENDIX B GENERAL INFORMATION Bidders are asked to answer the following questions as part of their bid response. Please do not leave any question unanswered. Answers to these questions will be considered as part of the evaluation process. Use additional sheets, if necessary. uestlon Response l . Number of times auction is held per month: 1 2. Where is your local auction site? 22800 S. Normandie Ave. Torrance, CA 90502 3. What is the average attendance? 400 - 500 4. How many parking spaces do you provide for 150 plus the general public? Paved or unpaved? Both 5. What are your hours of operation? 8:00 am to 5:00 pm Monday to Friday 6. How much storage capacity do you have? 420,000 square feet 7. Do you send out descriptive photo brochures? If so, please provide a copy in your bid. :8 How many names are on your current mailing list? Bidders Initials BID for Auction Services .#05-15.5pecifications.doc Yes See Exhibit B 8,800 plus 13 Bid No. 0&15 { 9. What paper of general circulation do you Los Angeles Times, Long Beach advertise in? Press Telegram, Orange County Register, Ventura County Star. 10. Do you have pre -auction inspections for Yes bidders? 11. Transportation contracted or subcontracted? Contracted 12. Does the provider of transportation carry their Yes own insurance? 13. Name & location of transportation services? Cinema Vehicles Services 12580 S. Saticoy Street North Hollywood, CA 91605 14. Contractor/Subcontractor licensed and bond- Yes ed? 15. Full service, turn key auction? Yes 16. Licensed/Bonded Dealer? Yes 17. Professional Appraisal Services Available? Yes 18. Average number of vehicles sold per auction? 200 plus 19. What was the total number of lots for each of 235 + 284 + 335 = 854 your last three auctions? 20. Number of years in business? 43 plus years 21. Will you allow Cities currently under contract Yes to you to enter into this new contract? Bidders Initials BID for Auction services 40545-Specifications.doc 1::4. 22. Does your site have restroom facilities? 23. What is your policy regarding allowing a buyer to renege on a purchase? Bidders Initials .,.,, BID for Auction services 405-15 .specifications.doc Yes We do NOT let buyers renege. If they refuse to pay, they lose their deposit. Bid No. 05-15 15 Bid No. 05-15 CITY OF EL SEGUNDO BID NO.05-15 AFFIDAVIT OF NON -COLLUSION The undersigned, as bidder declares that this proposal is made without collusion with any other person, firm or corporation and that the only person or parties interested as principals are named herein. Having carefully examined the Notice Inviting Bids, the Specifications and the Terms and Conditions, we do hereby propose and agree, in the event of acceptance hereof to enter into the required agreement with the City of El Segundo. Dated this 2&h day of October 2005. I certify (or declare) under penalty of perjury that the foregoing is true and correct. Name of Company: Ken Porter Auctions Signatur Title: President _., BID for Auction 5ervices.#05-15-5peciftcations.doc 16. Bid No. 05-15 Exhibit A INSURANCE REQUIREMENTS [MUST BE SUBMITTED WITH PROJECT PROPOSALI To be awarded this contract, the successful bidder must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability: $2,000,000 Professional liability N/A Business automobile liability $1,000,000 Workers compensation Statutory requirement. Commercial general liability insurance must meet or exceed the requirements of the most recent ISOCOL Form Number. The amount of insurance set forth above must be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name the City, its officials, and employees as "additional insured" under said insurance coverage and to state that, such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Professional liability coverage must be on an "occurrence basis" if ouch coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," the Consultant must continue to maintain the insurance in effect for a period of three (3) Years after this Agreement expires or is terminated ("extended insurance" Such extended insurance must have the same coverage and limits as the policy that was in effect during the term of this Agreement and cover the Consultant for all claims made by the City arising out of any errors or omissions of the Consultant, or its officers, emvloyees or agents during the time this Agreement was in effect. Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). The Consultant must furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. Insurance must be placed with admitted insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "AN IL" Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. The Consultant will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. By signing this forin, the bidder certifies that it has read, understands, and will comply with these insurance requirements if it is selected as the City's consultant. Failure to provide this form may render the bidder's proposal "nonresponsive" Date: i-vz y ,/arm s- Bidder:v ._- BID for Au ici on Services #05-15.Specifications.doc 17 Bid No. 05-15 CITY OF EL SEGUNDO COOPERATIVE BID BID SPECIFICATION NO.05-15 "AUCTION SERVICES" City of El Segundo City Clerk's Office Room 5 350 Main Street El Segundo, California 90245-38 13 Gentlemen: In accordance with City of El Segundo Bid Specification No. 05-15 for auction services, we are pleased to provide the participating cities with auction services as described for a three (3) year base contract with two (2) additional one year optional periods, at the rates indicated below. A. Commission percentage rate for the sale of surplus motor vehicles shall be 0%. B. Commission percentage rate for the sale of surplus equipment, miscellaneous supplies M and materials shall be 0%. C. Commission percentage rate for the sale of jewelry shall be 0%. D. Amount of buyers premium to be charged shall be 10.5% and the amount of buyers premium returned to the public agency shall be .5%. E. Schedule of Miscellaneous Fees (List Service. and Corresponding Fees). Miscellaneous fees not listed below will not be accepted at a later date. Item Fee None N/A Bidders Initials BID for Auction services 40545-pcificatons.oc �:.. seid10 Bid No. 05-15 F. Company representative to be assigned to service this contract (s). Name: Dale Van Wagner Title: Marketing Director Phone: (818) 201-6573 Address: 12580 Saticoy Street, North Hollywood, CA 91605 ALL BIDS ARE TO BE SUBMITTED IN TRIPLICATE Name of Company: Ken Porter Auctions Date: October 24, 2005 Address: 12580 Saticoy Street Telephone: (818) 255-006 North_ Hollywood, CA 9 ig I Fax: (818) 255-0618 By Title: President .._ BID for Auction Services.q05-15-specifications.doc 1 .. 3�,5r'!A'rta• Ate' VEHICLE DEALER 065680 7: DEC l r 2004 Expiralton Dale: . iV O V 3 0 t 2 00 5 -i pis ',',F s use is valid for [ne period indicated above. Tills license shall be signed and displayed in the office at ti._ -jdress shown below, ;Pursuant to the California Vehicle Code. ^wow KEN PORTER AUCTIJNS A/C USED 22800 S NORMANDIE AVE TRL NEW TORRANCE CA 90502 BR' Ls'c•=, s must be renewed annually pursuant to Califo lehim Cade ns 111 , i 1105 , y S L 783542 y DISPLAY CONSPICUOUSLYATPLACE OF BUSINESS FOR WHICH ISSUED CALIFORNIA STATE BOARD OFEQUALIZATI v^J., SELLER'S PERMIT ACCOUNTNUMBER 6/14/2001 SR Y AC 13-689721 00006 AB C.H.P.ENTERP.RISES 22800 NORMANDIE AVE. TORRANCE, CA 90502 TN/S PERMIT DOES NOT AUTHORIZE THE HOLDER TO E N G A GE IN ANY BUSINESS CONTRARY TO LAWS REGULATING THAT L I BUSINESS OR TO J POSSESS OR OPERATE ANY ILLEGAL DEVICE IS HEREBY AUTHORIZED PURSUANT TO SALES AND USE TAX LAW TO ENGAGE IN THE BUSINESS OF SELLING TANGIBLE PERSONAL PROPERTY AT THE ABOVE LOCATION THIS PERMIT IS VAUD UNTIL REVOKED OR CANCELED BUT IS NOTTRANSFERABLE, IF YOU SELL YOUR BUSINESS, OR DROP OUT OF A PARTNERSHIP, NOTIFY US OR YOU COULD BE RESPONSIBLE FOR SALES AND USE TAXES Nor Valid eranyotheraodress OWED BY THE NEW OPERATOR OF THE BUSINESS. FOR GENERAL TAX QUESTIONS, PLEASE TELEPHONE OUR INFORMATION CENTER AT 1-8D0-400-7115. BOE-042-R REV, 13 (6-00) Da ACORD CERTIFICATE OF LIABILITY INSURANCE OP ID CHPEN 1 06.. 17 ..0 PRODUCER United Agencies Inc. THIS CERTIFICATE ISISSUED AS A MATTER OI= INFORMATION CA License # 0252636 ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 100 No. 1st Street, Ste. 301 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. , Burbank CA 91502 +hone: 800-800-5880 Fax: 877--901-5522 INSURERS AFFORDING COVERAGE NAIG # �14. ;tED _ INSURERA V1 i.lant.. InsLt'>^ari@@ Com .an- - - C.H-P Enterprisgs, Inc. Ken Porter Auctions INSURER B INSURERC 12580 Saticoy Street N. Hollywood CA 91605 1NSt/REq;D - INSURERE: .. .. - .. - ..: -.. 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. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR NSRtl TYPEOFINSURANCE POLICY NUMBER PO DATE MMIDDIYY DATE MM/ODM' LIMITS A GENERALLIA311JTY X COMMERCIAL GENERAL LIABILITY CLAIMS MADE XI OCCUR - 79530782 06/16/05 06/16/06 EACH OCCURRENCE 131000.000 PREMISES(Eaueanenoe) 31.00000.0 MED EXP (My, one person) $10000 PERSONAL BADVINJURY $ 1000000 AGGREGATE 5 2000000 4GE'NERAL GEMLAGGREGA7ELUNITAPPLIESPER POLICY jECT LOC UCTS-COMP/OPAGO $2000000 AUTOMOBILE LIABIUTY A ANY AUTO 79549906 06/16/05 0cident) INED SINGLE LIMIT 51000000 X ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) i X HIRED AUTOS (Per me INJURY (Per atdenq 9 X NON -OWNED AUTOS PROPERTY ait) DAMAGE S } ( +� A «- GARAGE X X LIABILITY ANYAITO OTHER THAN AUTO 73536132 06/16/05 06/16/06EAACC i IOOOOOO PUTOONLYACCIIIENTIDENT AGG $1000000 s2000000 A EI(CE931UMBRELU1LL411U7Y X OCCURCIAIMSMADE 79466678 06/16/05 06/16/06$ SSOOOOOO 5000000 $ DEDUCTIBLE i X RETENTION S -O- $ WORKERS COMPENSATION ANDOTH EMPLOYERS' LIABILITY TORY LIMITS - ER - ANY PROPRIETORIPARTNERIEXECUTIVE OFFICERIMEMBER EXCLUDE)? E.L EACH ACCIDENT i E.L.DISEASE - EA EMPLOYEE $ If yea, describe under SPECIAL PROVISIONS belpw OTHER - E.L. DISEASE- POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Auction Operations CERTIFIC O ATE H LDER CANCELLATION PROOFCO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL PROOF OF INSURANCE ONLY IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER ITS AGENTS OR REPRESENTATIVES. ©ACORD am REFERENCES: 1. Ms. Leslie Percy COUNTY OF VENTURA 800 S. Victoria Ventura, CA 93009 2. Mr. Daniel Stone CITY OF GARDENA 1700 West 162" a Street Gardena, CA 90247 3. Mr. Scott Beck CITY OF BURBANK 124 S. Lake Street Burbank, CA 91502 4. Mr. Rick Sikes CITY OF SANTA MONICA 2500 Michigan Avenue Santa Monica, CA 90404 5. Dennis Kulzer CITY OF VENTURA 336 Sanjon Road Ventura, CA 93002 Phone (805) 654-3752 Fax (805) 654-3754 43 years of service Approx. $300,000 annually Phone (310) 217-9573 Fax (310) 217-6119 13 years of service Approx. $200,000 annually Phone (818) 238-5060 Fax (818) 238-5069 15 years of service Approx. $200,000 annually Phone (310) 458-8514 Fax (310) 828-7685 10 Years of service Approx. $250,000 annually Phone: (805) 652-4573 Fax: (805) 653-6655 22 Years of Service ..Approx. $100,000 annually K P A References i EXHIBIT B EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor: Ken Porter Auctions City: City of Vernon By By Date Date INSTRUCTIONS TO CONTRACTOR Contract Number: Instruction to Contractor Number: Date: Specific Instructions to Contractor: In accordance with the Terms and Conditions of the Agreement, the City classifies these instructions as: Supplementary instructions, not involving a Change (Should these instructions be, in the opinion of Contractor, a "Change", written notice thereof must be given to City within 10 days of the receipt of these instructions. If such written notice is given, Contractor shall not commence with the work so ordered until written agreement is reached on the classification of these instructions and on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustment in contract compensation, if any, refer to the Changes Section of the Agreement. A Change (Contractor shall, within 10 days of the receipt of these instructions, furnish City a statement of its proposal for adjustment in contract compensation occasioned hereby. Contractor shall not commence with the work so ordered until written agreement is reached on the resulting adjustment in contract compensation, if any.) In the event that City and Contractor fail to agree on the classification of these instructions or resulting adjustments in contract compensation, if any, refer to the Changes Sections of the Agreement. City Representative Please acknowledge receipt of this instruction by returning one copy signed in the space provided below. Contractor's signature hereon does not indicate his acceptance of the classification assigned hereto by City. Contractor's Representative e Date Date 4305 Santa Fe Avenue, Vernon, California 90058 Telephone (323) 583-8811 November 27, 2007 Mr. Dale C. Van Wagner Regional Sales Director Ken Porter Auctions 400 E. Redondo Beach Blvd. Gardena, CA 90248 Re: Services Agreement Dear Mr. Van Wagner: The insurance requirements have been met. Transmitted herewith is a fully executed agreement as referenced above, approved by City Council on November 6, 2007, through Resolution No. 9464. If you have any questions regarding this matter, please call Ms. Dolores Jaunzemis at 323/583-8811 ext. 234. NG:dr c: Sharon Duckworth Martha Valenzuela Resolution No. 9464 Agreement File No. 07-125 Very truly yours, a el v Gi , City Clerk Exc(usive(y industrial SERVICES AGREEMENT THIS AGREEMENT is made, entered into and executed in duplicate originals, either copy of which may be considered and used as the original hereof for all purposes, as of this 6th day of November, 2007, in the City of Vernon, County of Los Angeles, California BY AND BETWEEN THE CITY OF VERNON, a municipal corporation, hereinafter referred to as the "City," 4305 Santa Fe Avenue Vernon, California 90058 AND C.H.P. ENTERPRISES, INC., dba Ken Porter Auctions, hereinafter referred as "Contractor," 12580 Saticoy St., Bldg. A North Hollywood, CA 91605 400 E. Redondo Beach Blvd. Gardena, CA 90248-2345 RECITALS WHEREAS, the City has joined with other local entities in the Los Angeles Metro Public Purchasing Agents' Cooperative ("LAMPPAC"), an organization that coordinates joint bids and piggybacking opportunities for its members for commonly purchased items and services in order to attain the best pricing as a group; and WHEREAS, the City of El Segundo, acting as lead agency on behalf of other agencies, solicited bids for auction services to be used for the disposal of surplus property; and WHEREAS, Contractor is the awarded bidder for LAMPPAC to provide off - site auction services, open to the public, for the sale of "as is" vehicles, equipment, miscellaneous supplies and materials provided periodically by the participating agencies; and Page 1 of 21 WHEREAS, the City desires to retain the services of Contractor to perform all work necessary to sell, at public auction, "as is" surplus equipment, vehicles, miscellaneous supplies, materials and personal property of City upon request of the City's Purchasing Agent (the "Services"); and WHEREAS, Contractor has prepared a scope and fee proposal dated October 1, 2007, together with City of El Segundo Cooperative Bid Specification No. 05- 15, for the Services, a copy of which is attached hereto as Exhibit A and incorporated by this reference (the "Proposal"); and WHEREAS, Contractor represents that it is qualified and capable of furnishing the labor, materials and expertise necessary to perform the Services that the City requires, as set forth in this Agreement, and is willing to do so on the terms and conditions set forth below; and WHEREAS, the Contractor's cost proposal is acceptable to the City; and WHEREAS, the City desires to enter into an agreement with Contractor to perform the Services on a contractual basis as defined in the terms and conditions set forth below. NOW, THEREFORE, IT IS AGREED AS FOLLOWS: SECTION 1. TERM OF CONTRACT 1.01. This Agreement will become effective on November 5 2007, and will continue in effect for a period of three (3) years, or November 4, 2010, or until terminated as provided in this Agreement. Thereafter; on the anniversary of the date this Agreement was entered into, City has the option of renewing this Agreement for two (2) additional one (1) year periods at the same rates, unless either party to this Agreement notifies the other in writing 'to the contrary at least thirty (30) days prior to the anniversary date. SECTION 2. DEFINITION OF TERMS 2.01. Whenever used in the Agreement, the following terms shall mean: A. "Agreement" shall mean that formally executed Agreement or Contract which includes the Contract Documents attached. The Agreement constitutes the entire agreement between the parties relating to its subject matter. Page 2 of 21 B. "City" shall mean the City of Vernon, California, the entity which has executed the Agreement and, where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. C. "Contractor" shall mean C.H.P. Enterprises, Inc. located at 12580 Saticoy St., Bldg. A, North Hollywood, CA 91605, doing business as Ken Porter Auctions located at 400 E. Redondo Beach Blvd., Gardena, CA 90248- 2345 and where applicable, its affiliated companies, and its officers, directors, employees, representatives and agents. D. "Contract Documents" shall include any inquiry, invitation to bid, or proposal which may have, but not necessarily, preceded execution of the Agreement, and including the General Provisions and all exhibits and schedules attached to the Agreement and all plans and specifications identified in the Contract Documents, including the City of El Segundo Cooperative Bid Specification No. 05-15 "Auction Services." E. "Contract Price" shall mean the compensation set forth or provided for in Section 4.01 of this Agreement. Whether it expressly provides for the reimbursement of costs incurred by Contractor or simply for the payment of a lump sum of money, it is intended to be the full and complete payment for satisfactory completion of the Work and, unless otherwise stated, to cover all costs whether for materials, equipment, tools, labor, services and taxes and all overhead, rentals and profit or fee, if any. F. "General Provisions" or "General Conditions" shall mean the General Provisions as set forth in this Agreement. G. "Premises" shall mean the physical premises under City's control or ownership where Work hereunder is to be performed. H. "Proprietary Information" and "Confidential Information" shall mean all information, whether written or oral, which Contractor acquires from, through or on behalf of City, directly or indirectly, or which arises out of the Work, concerning the Work or proprietary processes involved in the Work including, without limitation, information concerning past, present or future business plans of City, information about the operations of City's Premises, and other City information or know-how obtained during the Work, except information falling into any of the following categories: Information which, at the time of disclosure hereunder, is in the public domain; Page 3 of 21 2. Information which, after disclosure hereunder, enters the public domain, except where such entry is the result of Contractor's or any entity within Contractor's control breach of this Agreement; 3. Information which, prior to disclosure hereunder, was already in Contractor's possession without limitation regarding disclosure to others; or 4. Information which, subsequent to disclosure hereunder, is obtained by Contractor from a third party who is lawfully in possession of such information and not subject to a contractual or fiduciary relationship to City with respect to said information and who does not require Contractor to agree to refrain from disclosing such information to others. "Subcontractor" shall mean any first or lower -tier subcontractor and its employees, representatives, agents, subcontractors or other personnel who have been approved in the manner required by this Agreement. J. "Work" or "Services" shall mean the work performed by Contractor and required to be performed from time to time by City under this Agreement according to the standards then prevailing in the auctioneering services profession. SECTION 3. SERVICES TO BE PERFORMED BY CONTRACTOR Specific Services 3.01. Contractor's Services shall include, but will not be limited to, all services necessary to sell at off -site public auction surplus vehicles, of any kind, make or model, equipment, machinery, miscellaneous supplies, materials, tools, parts and personal property (collectively, the "Property") provided periodically by the City to be sold "as is." The Contractor's Services are more specifically detailed in the Proposal attached hereto as Exhibit "A." City authorizes the Contractor to take all actions on its behalf necessary to conduct and complete the auction, including but not limited to, marketing, advertising, publication and recordation of all notices and documents in compliance with the Bulk Sales Law or any other document as may be required by law, collecting all monies paid for items sold and shall give to the City with payment a report indicating the items sold, the amount paid, the commission retained by the Contractor and the amount due the City no later than five (5) business days after the conclusion of the sale. The City reserves the right to audit the sales and the Contractor's books and records. Page 4 of 21 Contractor will be required to pay City for items sold by check sent by certified mail within twenty (20) working days after the auction. Checks shall be sent to the Purchasing Agent of the City. Contractor shall have responsibility for preparing the necessary documentation to effectuate the transfer of ownership required by the Department of Motor Vehicles for all vehicles sold. Contractor shall accept legal liability for all the Property beginning with pick up through sale. Change of Services 3.02. City may at any time, by written change order executed by the City, make changes only to extend the Work duration and total compensation of Contractor's Work. Only the City shall authorize changes in the scope of Work, or duties and obligations. 3.03. City may make "Changes" by increasing, reducing or deviating from the requirements of the scope of Work. A form of Change Order is set forth in Exhibit B attached hereto and incorporated by reference. Timing of Services 3.04. Contractor's Services shall commence upon the execution of this Agreement by both parties and award by the City Council and shall end at such time as the Services are completed and the City receives all project close-out documents, unless this Agreement is otherwise terminated according to Section 6 of this Agreement or extended according to the conditions and terms set forth in this Agreement. 3.05. Time is of the essence for all Work contemplated by this Agreement. Contractor shall start performing Services under this Agreement only after notification by the City. Method of Performing Services 3.06. Contractor will determine and is responsible for the method, details, and means of performing the above -described Services. Contractor shall be required to transport all the Property to the auction site no later than five (5) business days after a request for pick up has been made by the Purchasing Agent, without charging any transport fees. Status of Contractor 3.07. Contractor enters into this Agreement, and will remain throughout the term of this Agreement, as an independent contractor. Contractor agrees that it is not and Page 5 of 21 will not become an employee, partner, agent, or principal of City while this Agreement is in effect. Contractor agrees it is not entitled to the rights or benefits afforded to City's employees, including disability or unemployment insurance, workers' compensation, medical insurance, sick leave, or any other employment benefit. Contractor is responsible for providing, at its own expense, disability, unemployment, and other insurance, worker's compensation, training, permits, and licenses for itself and for its employees and subcontractors. Contractor shall have complete and sole control over its employees, the details of the Services and methods by which the Services are accomplished, it being understood that City is interested only in the results to be obtained by Contractor. 3.08. Contractor has no authority to enter contracts or agreements on behalf of City. This Agreement does not create a partnership or joint venture between the parties. Payment of Taxes 3.09. Contractor is responsible for paying when due all income taxes, including estimated taxes, incurred as a result of the compensation paid by City to the Contractor for Services under this Agreement. Contractor agrees to indemnify City for any claims, costs, losses, fees, penalties, interest, or damages suffered by City resulting from Contractor's failure to comply with this provision. 3.10. Payroll taxes including federal, state and local taxes shall not be withheld or paid by City on behalf of Contractor or for the employees of the Contractor. Contractor shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax purposes. Contractor shall be responsible to pay taxes mandated by law. 3.11. Since Contractor is not an employee of City, Contractor is not eligible for and shall not participate in any employee benefit of City, including pension, health or other fringe benefits. SECTION 4. COMPENSATION 4.01. In consideration for the Services to be performed by Contractor, described in Section 3 of this Agreement, City agrees to pay Contractor according to the Proposal set forth in Exhibit A (the "Contract Price"). There is no charge for commission or other miscellaneous fees regarding the sale of the Property unless City specifically agrees to them prior to any auction. City understands and agrees that Contractor will charge buyers a premium of 10.5% and the amount of the buyer's premium returned to the City shall be .5%. Page 6 of 21 Entire Compensation 4.02. The Contract Price is full and complete compensation, and constitutes the entire compensation due Contractor for the Services and any and all of Contractor's obligations hereunder. The Contract Price set forth above is not subject to escalation for any reason except as expressly set forth in this Agreement. No adjustments in compensation shall be made as a result of changes in the value of any currency. The Contract Price shall only be adjusted by formal, written Change Order or amendment to this Agreement. Payment of Compensation 4.03. For Services rendered under Section 3 of this Agreement, Contractor shall be entitled to receive monthly payments. Contractor shall submit to City a monthly invoice and statement of Services, prepared in accordance with City requirements, by the fifteenth (15t") of each month, for the prior calendar month's completed Work. City will make payments to Contractor within thirty (30) days after acceptance and approval of the invoice received from Contractor. 4.04. Contractor shall be responsible for paying any subcontractors used in the performance of this Agreement. Subcontractors shall not bill the City directly. Expenses 4.05. City shall not be liable to Contractor for any expenses paid or incurred by Contractor. Expenses may only be billed if advance written approval has been obtained from the City. Compensation for Changes 4.06. The compensation due Contractor, or the credit due City, for changes may not be established verbally, and shall be established in a written change order signed by City as described in Sections 3.02 and 3.03 of this Agreement. Compensation adjustments in each such change order shall be established by one or more of the following bases, as determined by City: (a) a lump sum price to be negotiated between the parties; or (b) Work unit rates to be negotiated between the parties. Once established, the amount of the compensation due Contractor or credit due City for a change shall not be subject to adjustment for any reason, including changes in the value of any currency. Page 7 of 21 SECTION 5. OBLIGATIONS OF THE PARTIES 5.01. Contractor is responsible for meeting all conditions of this Agreement and City Standards & Details for all Work performed. Substandard Work, as determined solely by the City, shall be redone at the expense of the Contractor. Products of Consulting 5.02. All products of consulting services including, but not limited to, manuals, documents and/or computer software, shall become the property of the City and shall be delivered to the City before the end of the performance of this Agreement. Basic notes and sketches, charts, computations and other data shall be made available to City without restriction or limitation on their use. Liability Insurance 5.03. Contractor and its subcontractor(s), if any, shall, prior to commencement of any Work and for the duration of this Agreement, obtain and maintain at its own expense, those minimum levels of insurance coverage as set forth below. Prior to commencing Work hereunder, Contractor shall provide the City with proof of insurance providing and maintaining the coverage and endorsements set forth below. Said proof of insurance shall also provide that said policy or policies shall not be canceled or materially reduced in coverage without giving at least thirty (30) days prior written notice to the City. 5.04. The insurance coverage as listed herein, shall be properly endorsed to include those contractual obligations which may be identified further within this Agreement and shall be endorsed to provide City all the rights and privileges of an additional insured. 5.05. Contractor shall cause its insurers to issue, including -but not limited to, Certificates of Insurance or, upon request, certified copies of the insurance policies evidencing that the coverage and policy endorsements required under this Agreement, are maintained in force. 5.06. Contractor shall ensure its subcontractor(s), if any, maintain those insurance requirements as specified in this Agreement and are endorsed as additional insured(s) on all required Contractor insurance coverage. Contractor and its subcontractor(s), if any, shall maintain in effect the following minimum insurance coverage on an Occurrence Form Policy: 1. Workers Compensation within the statutory limits, including occupational illness or disease coverage in accordance with the laws of the nation, Page 8 of 21 state, territory, or province exercising jurisdiction over Contractor's employees. Workers Compensation and Employers Liability Insurance shall have a minimum limit of $1,000,000 per occurrence. Contractor further agrees to hold harmless and indemnify City for any and all claims arising out of an injury, disability, or death of any of Contractor's employees or agents. 2. Comprehensive General Liability Insurance, including, but not limited to, Contractual Liability, Products and Completed Operations Liability, Broad Form Property Damage and Bodily Injury Liability, and Explosion, Collapse and Underground Liability, with a minimum combined single limit of $2,000,000 per occurrence. 3. Comprehensive Automobile Insurance, including, but not limited to, all owned, non -owned or hired vehicles with a minimum combined single limit of $1,000,000 per occurrence for bodily injury and property damage. 4. Excess Liability Insurance with limits of $2,000,000. Such evidence of insurance can either be through the primary insurance coverage or through an excess policy. Such insurance shall at all times be on an occurrence form and provide policy conditions as broad as those required in the primary insurance. 5. Professional Liability Insurance with limits of $2,000,000. 5.07. Contractor agrees to provide insurance in the amounts and forms specified above. Contractor shall submit to the City documentation indicating compliance with these minimum requirements no less than one (1) day prior to the beginning of performance under this Agreement. Contractor shall not commence performance of its Work under this Agreement until the above insurance has been obtained and proof of insurance has been filed with and approved by the City. 5.08. Contractor shall not permit a subcontractor or vendor to perform work on City premises unless and until a certificate of insurance is obtained showing that such subcontractor or vendor has worker's compensation coverage. If Contractor employs subcontractors as part of the Services rendered, Contractor's protective coverage is required. Contractor may include all subcontractors as insureds under its own policy or shall furnish separate insurance for each subcontractor, meeting the requirements set forth above. Page 9 of 21 Representations 5.09. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold harmless City and its elected officials, officers, agents and employees from all claims, suits, actions, demands, damages, liabilities, expenses, judgments, settlements, and penalties, losses, fines, and all costs and expenses incurred in connection therewith, including reasonable attorney's fees and all costs of defense, to the extent arising out of or attributable to the negligent or wrongful acts of Contractor or its employees or agents under this Agreement, except to the extent arising from or caused by the sole negligence or willful misconduct of the City, its officers, agents or employees. The terms of this indemnity shall survive the termination of this Agreement. The obligations in this Paragraph are in addition to Contractor's duty to provide insurance and shall not be limited by any limitation on the amount or type of insurance coverage carried by Contractor. 5.10. Contractor and City represent that each has read and understands the Agreement and Contract Documents. The Contractor represents it understands the City's regulations concerning Premises access, badges, parking, security, safety, fire, prohibited drugs and alcohol, and smoking and other rules, and that Contractor has visited Premises where the Work is to be done and is familiar with, the local conditions under which it is to be done. Contractor also represents that it is experienced in performing and competent and qualified to perform the kind of tasks or assignments included in the Work and employs or has available for employment in sufficient numbers all unskilled, skilled, administrative, supervisory, professional and managerial or other personnel required to perform the Work as required by this Agreement. 5.11. Contractor represents that it has the qualifications and skills necessary to perform the Services under this Agreement in a competent, professional manner, without the advice or direction of City. This means Contractor is able to fulfill the requirements of this Agreement. Failure to perform all the Services required under this Agreement constitutes a material breach of the Agreement. Contractor has complete and sole discretion for the manner in which the Work under this Agreement will be performed. 5.12. Contractor declares and states that is has complied with and will continue to comply with all federal, state and local laws regarding business permits and licenses that may be required to carry out the Services to be performed under this Agreement. 5.13. Contractor agrees to indemnify, defend, and hold City free and harmless from all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, attorney's fees and Page 10 of 21 costs, that City may incur as a result of a breach by Contractor of any representation or provision contained in this Agreement or any negligent or intentional acts or omissions by Contractor, it subcontractors, agents, and employees or based on any claim that any software program or other product used or furnished by Contractor in the performance of this Agreement constitutes an infringement of any United States patent or copyright. 5.14. Contractor's rights under this Agreement may not be assigned nor may its duties be delegated or subcontracted without the prior written consent of City. Any . assignment or delegation or subcontract in violation of this Section shall, at City's sole discretion, be void. Consent by City shall not relieve Contractor of responsibility for performance of Contractor's obligations hereunder. City may assign all or any part of this Agreement at any time effective immediately upon written notification to Contractor. 5.15 At all times while Work is being performed on the Premises each party shall be represented thereon by a designated representative. Each party may notify the other in writing of the identity of such persons from time to time. Work Injury 5.16. The treatment and care of injuries sustained by Contractor's employees, subcontractors, representatives or other personnel shall be and remain the responsibility of Contractor. City's first aid facilities, if any, however, will be made available to Contractor's employees in emergency cases that are the direct result of accidents occurring on the Premises. City shall incur no liability for, and Contractor hereby agrees to indemnify City against, any causes of action, claim, liability or costs, including attorney's fees, arising in whole or part out of the furnishing of such first aid facilities or assistance to Contractor's employees, subcontractors, representatives or other personnel, or out of the failure to furnish such facilities or assistance. Records, Inspection and Audit 5.17. During the course of Work being performed, Contractor and any of its subcontractors, shall maintain and retain, not less than three (3) years after completion thereof, complete and accurate records of the Contractor's costs which are chargeable to the City under this Agreement. City or its designated, authorized representatives shall have the right during this three (3) year period, upon written reasonable notice, to inspect and audit those records. Such records to be maintained and retained by the Contractor shall include: (a) payroll record accounting for the total time distribution of the Contractor's employees working full or part time on the Work (to permit tracing to payroll payments in cash); (b) Page 11 of 21 invoices for purchases, receiving and issuing documents, and all the other unit - inventory records for the Contractor's stores, stock or capital items; (c) paid invoices and canceled checks for material purchased and for the subcontractor's and any other third parties' charges; and (d) any other documentation City deems necessary to support costs and charges under this Agreement. Corporate Conduct 5.18. Contractor, its employees, agents or representatives shall not offer or give to an officer, official or employee of City gifts, entertainment, payments, loans or other gratuities to influence the award of a contract or obtain favorable treatment under this Agreement or any other contract. Standard of Care 5.19 Contractor agrees that all Services provided will be conducted by the principal and competent staff members, if any, under the supervision of the principal, and that Services will be performed and rendered diligently. Contractor represents that it has, or shall secure, at its own expense, all personnel required to perform Contractor's Services under this Agreement, but at all times shall be responsible for the Services of such personnel. Contractor may not employ any subcontractor without the prior written approval of the City. Indemnity Process 5.20. The City shall notify Contractor in writing of any suits, claims or demands covered by any indemnity contained in this Agreement. Promptly after receipt of such notice, Contractor shall assume the defense of such claim with counsel reasonably satisfactory to City. If Contractor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to City, or if, in the reasonable judgment of City, a direct or indirect conflict of interest exists between the parties with respect to the claim, or if in the sole judgment of City the assumption and conduct of the defense by Contractor would materially and adversely affect City in any manner or prejudice its ability to conduct a successful defense, then the City shall have the right to undertake the defense, compromise and settlement of such claim for the account and at the expense of Contractor. Notwithstanding the above, if the City in its sole discretion so elects, City may also participate in the defense of such actions by employing counsel at its expense, without waiving the Contractor's obligations to indemnify or defend. Contractor shall not settle or compromise any claim or consent to the entry of any judgment without the prior written consent of the City and without an unconditional release of all liability by each claimant or plaintiff to the City. Page 12 of 21 Treatment of Confidential and Proprietary Information 5.21. For ten (10) years after the effective date of this Agreement, Contractor shall refrain from using any Confidential or Proprietary Information except in connection with the Work or from disclosing it to any third party other than to employees of Contractor who require it in performance of the Work and except to such other third persons as City may authorize in writing. If disclosure to such an employee or to other third persons is so authorized, Contractor shall enter into with said party a confidentiality agreement containing provisions with respect to use and disclosure of Proprietary Information substantially the same as those contained in this Agreement. 5.22. Contractor shall take reasonable precautions to safeguard any documents containing Proprietary Information that City may supply to Contractor hereunder. Contractor may copy, in whole or part, such documents to the extent necessary for the performance of the Work, and Contractor shall return to City upon the completion of the Work or request by City all such documents and copies. 5.23. Except as expressly permitted by prior written consent of the City, Contractor and/or its subcontractors shall not disclose, permit the disclosure of, release, disseminate, or transfer, whether orally or by any other means, any part of such Confidential Information to any other person or entity. Contractor and/or its subcontractors shall return any written Confidential Information and all copies made of such items to the City upon the City's written request, but in any event not later than the date that Contractor has performed all Work to be performed pursuant to this Agreement, Contractor hereby agrees that such Confidential Information and any documents provided may be used by Contractor and/or its subcontractors only as authorized by the City. Contractor shall include a provision in its agreements with subcontractors that bind the subcontractors to this non -disclosure requirement. 5.24. All reports, plans, data, studies, maps, drawings, models, photographs, documents and other writings prepared by and for Contractor, its officers, employees, agents and subcontractors in the course of implementing this Agreement, with the exception of working notes, internal documents and Confidential Information provided by businesses located in City, shall be considered the property of City. Contractor shall deliver such documents and materials to the City as they are generated; however, Contractor may take and retain copies of said documents and materials that are not Confidential Information, as desired. 5.25. All reports, information, data and exhibits prepared or assembled by Contractor in connection with the performance of its Services pursuant to this Agreement Page 13 of 21 are confidential until released by the City to the public and Contractor agrees that such documents shall not be available to any individual or organization without the written consent of the City prior to such release. 5.26. No reports, maps, or other documents produced in whole or in part under this Agreement shall be the subject of an application for copyright by or on behalf of Contractor. Compliance with Authority 5.27. Contractor shall comply with all laws, regulations, executive orders and other applicable requirements of any governmental agencies having jurisdiction including the Fair labor Standards Act, the Occupational Safety and Health Act and all those relating in any way to employment practices and protection of the environment. Contractor shall not discriminate against any employee or any applicant for employment for reasons of race, color, creed, religion, sex, sexual preference, age or national origin. 5.28. Contractor shall make timely payment of all employment taxes and of all social security and other contributions of every kind required to be made with respect to or measured by the wages and salaries of persons employed by Contractor. 5.29. Contractor shall indemnify City against, and hold City harmless from, any liability or loss including liability or loss from fines or penalties arising out of Contractor's failure to perform the obligations imposed upon it by Sections 5.27 and 5.28 of the Agreement. Progress Reports 5.30. Contractor shall meet with City staff, upon City's request, or as needed, in order to provide reports or information concerning the Services being performed by Contractor under this Agreement. Contractor's License Classification 5.31. Contractor shall possess all appropriate licenses for the duration of this Agreement. City Provided Data and Services 5.32. The City shall furnish the Contractor available studies, reports and other data pertinent to Contractor's Services; obtain or authorize Contractor to obtain or provide additional reports and data as required; furnish to Contractor services of Page 14 of 21 others required for the performance of Contractor's Services hereunder, and Contractor shall be entitled to use and rely upon all such information and services provided by the City in performing Contractor's Services under this Agreement. 5.33. The Contractor has no control over the cost of labor, materials, equipment or services furnished by others, or over equipment vendors' or construction contractors' methods of determining prices, or other competitive bidding or market conditions, practices or bidding strategies. Cost estimates are based on the Contractor's opinion based on experience and judgment. Contractor cannot and does not guarantee that proposals, bids or actual Project construction costs will not vary from cost estimates prepared by Contractor. SECTION 6. TERMINATION OF AGREEMENT 6.01. Unless otherwise terminated as provided in this Section, this Agreement will continue in effect until such time as all studies and budgets contemplated in the Services are complete and the City receives all project close-out documents, unless otherwise extended according to the terms and conditions set forth in this Agreement. Non -Default Termination 6.02. City, at its sole discretion, may terminate this Agreement upon thirty (30) days written notice to Contractor and such termination shall be effective in the manner specified in such notice and shall be without prejudice to any claim that either party may have against the other. During the thirty (30) day period after such notice is sent, the parties shall continue to act toward each other in good faith. 6.03. In the event of any such termination, in full and complete settlement for the termination of the Work, City shall pay Contractor for those Services performed prior to the date of delivery of the termination notice, plus compensation for (i) necessary Work performed during the notice period and authorized in the termination notice, and (ii) all costs reasonably and necessarily incurred by Contractor directly attributable to termination which could not reasonably have been avoided and for which Contractor is not otherwise compensated that are incurred through the date of termination and effectuating the termination ("Termination Expenses"). Termination Expenses shall not include lost profits, lost opportunities, consequential damages, or the like. In no event shall total payment exceed the Contract Price. Page 15 of 21 Termination on Occurrence of Stated Events 6.04. This Agreement will terminate automatically on the occurrence of any of the following events: A. Bankruptcy or insolvency of either party; or B. Sale of the Contractor; or C. Assignment of this Agreement by Contractor without City's written consent. Termination for Default 6.05. If Contractor defaults in the performance of this Agreement or materially breaches any of its provisions, City may immediately terminate this Agreement by giving written notification to Contractor indicating the effective date of such termination. Termination will take effect immediately upon the date specified in the notification. For the purposes of this paragraph, material breach of this Agreement includes, but is not limited to, the following: A. Contractor's failure to perform, in a manner satisfactory to the City in its sole discretion, the Services specified in Section 3 of this Agreement; or B. Contractor's material breach of any obligation or provision contained in Section 5 of this Agreement. 6.06. The waiver by either party of a breach or default by the other party shall not be deemed a waiver of any different or later breach; nor shall any delay or omission by either party to exercise any right it may have hereunder operate as a waiver of any breach or default of such a right. The failure of either party to this Agreement to exercise any of its rights under this Agreement does not constitute a breach thereof and shall not be deemed to be a waiver of such rights or a waiver of any subsequent breach. 6.07. In the event of any termination of this Agreement or reduction in the scope of the Work, Contractor shall not be entitled to damages for loss of profits for the unexecuted portion of the Work or any other damages because of such termination or reduction. Page 16 of 21 SECTION 7. GENERAL PROVISIONS Notices 7.01. All notices, approvals, consents and other communications between the parties shall be in writing, and shall be sent by fax or by certified mail (return receipt requested) to the respective addresses set forth below, or at such other address as may be furnished by either party to the other in writing. Faxed notices, confirmed by copy thereof, shall be deemed communicated as of the day the facsimile was sent. Mailed notices will be deemed communicated as of the day of receipt or the third (3Id) day after mailing, whichever occurs first. Contractor — C.H.P. Enterprises, Inc. dba Ken Porter Auctions Attn: Dale C. Van Wagner Regional Sales Director 400 E. Redondo Beach Blvd. Gardena, CA 90248 Fax: 310-353-5740 Telephone: 310-353-7140 City - City of Vernon Attn: City Administrator 4305 Santa Fe Avenue Vernon, CA 90058 Fax: 323-826-1438 Telephone: 323-583-8811 All invoices shall be mailed via U.S. Postal Service to the following address: Vernon City Hall Attn: Office of the Treasurer 4305 Santa Fe Avenue Vernon, CA 90058 Entire Agreement of the Parties 7.02. This Agreement supersedes any and all agreements, either oral or written, between the parties with respect to the rendering of Services by Contractor for City and contains all of the representations, covenants, and agreements between the parties with respect to the subject matter of this Agreement and the rendering of those Services. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other agreement, statement, or Page 17 of 21 promise not contained in this Agreement or a subsequent amendment or change order shall be valid or binding. No amendment or change in the provisions of this Agreement shall be made, except in a formal written amendment signed by Contractor and an authorized representative of the City, or in a written change order. Contractor expressly waives all claims for compensation based upon quantum meruit, implied contract or oral contract. Each party represents and warrants that it has read and fully familiarized itself with this Agreement, and that such party has been fully authorized to sign this Agreement. 7.03. This Agreement shall be comprised of these included provisions, together with Exhibits A and B, which are all attached. In the event of conflict between this Agreement and any of the exhibits, including the Proposal, this Agreement shall prevail. Partial Invalidity 7.04. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will continue in full force and effect without being impaired or invalidated in any way. Law and Arbitration 7.05. All disputes arising out of or related to this Agreement, the conduct of either party in connection with this Agreement, and the relationship and rights of the parties in connection with this Agreement, whether characterized as breach of contract, tort, or otherwise (except for those requesting injunctive relief) shall be determined by binding arbitration in accordance with the terms of this Section. The submittal of all matters to arbitration in accordance with the terms of this Section is the sole and exclusive method, means and procedure to resolve any and all claims, disputes or disagreements arising under this Agreement, except for claims by either party which seek injunctive relief, which claims shall be resolved by suit filed in the Superior Court of Los Angeles County, California, the decision of which court shall be subject to appeal pursuant to applicable law. The parties hereby irrevocably waive any and all rights to the contrary and shall at all times conduct themselves in accordance with the terms of this Section, relying on arbitration as the sole means of resolution of disputes. Arbitration of all matters required to be arbitrated hereunder shall take place before a panel of three retired judges of the Superior Court of the State of California (the "Arbitrators") under the auspices of Judicial Arbitration & Mediation Services, Inc. ("JAMS"). Such arbitration shall be initiated by the parties, or either of them, within ten (10) calendar days after either party sends notice of a demand to arbitrate (the "Arbitration Notice") to the other party and to JAMS. The Arbitration Notice shall contain a description of the subject matter of the arbitration, the Page 18 of 21 dispute with respect thereto, the amount involved, if any, and the remedy or determination sought. Each party shall select a retired judge from the JAMS panel, and the two selected judges shall mutually agree on the third retired judge from the JAMS panel. If one of the parties does not select a retired judge from the JAMS panel within fourteen (14) calendar days after receipt of the Arbitration Notice, JAMS will select the second judge, and the judge selected by JAMS and the judge selected by the other party will select the third judge for the panel. The third judge is to be selected within ten (10) calendar days following the selection of the first two judges. The three judges will together serve as the Arbitrators. The arbitration shall be conducted in Los Angeles, California. Any party may be represented by counsel and/or other authorized representative. In rendering a decision(s), the Arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of California and the terms of this Agreement. The decision of the Arbitrators shall be based on the evidence introduced at the hearing and accompanied by a written statement of decision as to each of the principal controverted issues. The agreement of two of the three Arbitrators as to the resolution of the dispute shall be a conclusive resolution. The Arbitrators shall deliver the written decision to the parties within thirty (30) calendar days following the date of the selection of the last of the Arbitrators. The decision shall be conclusive and binding, and it may thereafter be confirmed as a judgment by the Superior Court of the State of California, subject only to challenge on the grounds set forth in the California Code of Civil Procedure Section 1286.2. The validity and enforceability of the decision of the Arbitrators is to be determined exclusively by the California courts. Attorney's Fees 7.06. In the event a dispute, claim or litigation arises regarding this Agreement, the prevailing party shall be entitled to reimbursement for reasonable attorneys' fees and actual costs, which may be set by the arbitrators or the court in the same action or in a separate action brought for that purpose, in addition to any other relief which is obtained. 7.07. Neither party shall be considered in default in any of its obligations under this Agreement when a failure of performance shall be due to an uncontrollable force. The term "uncontrollable force" shall mean any cause beyond the control of the party affected, including, but not restricted to, flood, earthquake, storm, fire, lightning, epidemic, war, riot, civil disturbance or disobedience, federal, state, or municipal action, statute, ordinance, or regulation, embargoes of the United States Government or any other government, which by exercise of due diligence such party could not reasonably have been expected to avoid and by exercise of due diligence has been unable to overcome. Either party rendered unable to Page 19 of 21 fulfill any of its obligations under this Agreement by reason of an uncontrollable force shall give written notice within five (5) business days of such fact to the other party and shall exercise due diligence to remove such inability with all reasonable dispatch. 7.08. Except as may otherwise be specifically provided herein, this Agreement may be modified or amended only by a written document executed by both Contractor and the City and approved as to form by the City Attorney. 7.09. The captions used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of the Agreement or any part thereof. Page 20 of 21 7.10. City reserves the right to award similar contracts to multiple contractors to ensure the City has adequate services. IN WITNESS WHEREOF, the parties have executed the Agreement on the dates shown below. City: Contractor: City of Vernon Name: Leonis C. Malburg Title: Mayor Date: 11-26-07 TTEST: anuela Giron City Clerk Title: , Date: a // az.12-vo-7 Name: Title: Date: n Porter Auctions Page 21 of 21 EXHIBIT A Ken Porter A U C T I O N S October 1, 2007 City of Vernon c/o Delores Jaunzemis 4305 Santa Fe Avenue Vernon, CA 90058 Dear City of Vernon: All of us at Ken Porter Auctions appreciate the opportunity to submit a proposal to assist in the disposal of City of Vernon's vehicles, equipment and miscellaneous items. We are pleased to offer City of Vernon the following quotation: Costs/Fees Transport Fees Cars, Trucks, and Vans (< 1 ton) 0.00% $ 0.00 per vehicle Trucks, Equipment (> 1 ton) 0.00% $ 0.00 per vehicle DeLogo, Smog and Safety $0.00 per unit N/A Buyers Premium (Credit to City) 0.50% per unit N/A Miscellaneous Items 0.00% $0.00 per trailer There are NO OTHER FEES OR CHARGES to you unless you specifically agree to them prior to any auction. Our auctions are conducted on the 1st and 3rd Saturday's of every month .We will provide you with a detailed summary along with your settlement check within 20 days of the auction. Your permanent records are also available on our website and are accessible by you 24/7/365. We look forward to the opportunity of meeting and exceeding your auction needs. Sincerely, Dale C Van Wagner Regional Sales Director Ken Porter Auctions DVW/1007 400 East Redondo Beach Blvd. Gardener, CA 90248 Phone: 310-353-7140 9 Fax. 310-353-5740 www.kenporterauctions.com • E-mail:info@kenporterauctions.eom Bid No. 05-15 '�. CITY OF EL SEGUNDO COOPERATIVE BID SPECIFICATION NO.05-15 "AUCTION SERVICES" 1.0 GENERAL 1.1 The City of El Segundo is acting as lead agency on behalf of other agencies soliciting bids for auction services to be used for the disposal of surplus property. Each agency participating shall be responsible for their own debts and for determining the extent if any, of their participation in the program. The Los Angeles Metro Public Purchasing Agents' Cooperative (LAMPPAC) membership consists of (38) City's, (2) County Agencies, (4) School Districts, and (2) Special Districts from Los Angeles and Orange Counties. Please visit www.lamppac.org for more information. 1.2 Lenath & Award of Contract The contract will be for five (5) years as follows: a three (3) year base contract with two (2) additional one year optional periods. Bidders are advised that the participation of an agency in the program is in most cases subject to the review and approval of the agency's governing board or council. 1.3 Evaluation of Bids All bids received will be evaluated upon the best combination of commission rates, services offered, facilities, references and abilities to meet the requirements of the specifications. Agencies reserve the right to tour a bidder's facilities and to speak with officials of each company submitting a bid as part of the bid evaluation process. 1.4 Annoy Rights Each agency reserves the right to split the order and award the disposal of vehicles separately if such action is considered to be in the best interest of the agency. Each agency further reserves the right to establish reserve for any item placed up for auction with the Contractor. Prospective bidders are advised that no agency by virtue of its participation in the program is guaranteeing a certain number of vehicles, goods or materials will be placed up for auction with the Contractor during the life of the contract. 1.5 . Contract Termination A contract may be terminated, with or without cause by any participating agency upon the submittal of thirty (30) days written notice to the Contractor. The Contractor shall have the right to terminate the contract upon the submittal of ninety (90) days written notice to the agency based upon agency failure to perform in accordance with the terms and conditions of the purchase contract or agreement. BID for Auction Services 405-15-Specifications.doc 5 Bid No. 05-15 1.6 Licenses & Permits The Contractor will be required to have and maintain during the life of the contract all necessary licenses and permits required to provide the specified services. Prospective bidders desiring specific information regarding a particular participating agency's license and permit requirements are urged to- contact the agency directly. 1.7 Proof of Insurance The Contractor shall be required to provide proof of insurance as required by each participating agency. The Contractor shall be required to obtain and maintain at all times during the term of the contract Commercial General Liability and Automobile Insurance protecting the Contractor for not less than $1,000,000 combined single limit. Bidders are advised that some agencies may have insurance requirements greater than those previously stated. Accordingly, bidders should review Exhibit A for Individual Agency Requirements or contact agency directly for specific information. 1.8 Agency Indemnification The Contractor shall defend, indemnify and hold harmless all of the participating agencies, their component units, and their officers, elected officials, employees, and volunteers from and against any and all claims and liabilities arising from or related to Contractor's work or other things done, caused to be done, permitted or suffered by Contractor in connection with performance or efforts to perform, under this contract, and from all costs, attorney's fees, and liabilities incurred in the defense of any claim or action or proceeding brought thereon. Contractor shall further defend, indemnify and hold harmless the participating agencies from and against any and all claims and liabilities arising from or related to any breach or default by the Contractor in the performance of any obligation to be performed under this contract, or arising from any act or omission or negligence of Contractor, or any officer, agent or employee of Contractor regardless of whether or not there exists any negligence, either active or passive, on the part of the participating agencies from all costs, attorney's fees, and liabilities incurred in the defense of any claim or action or proceeding brought thereon. In the event any action or proceeding is brought against any of the agencies by reason of any claim or liability, Contractor shall defend the same at Contractor's expense by council reasonably satisfactory to the agencies. Contractor as a material part of the condition to the participating agencies, under this contract, hereby assumes all risk of damage to property or injury to persons, from any cause other than the agencies sole negligence and Contractor hereby waives all claims in respect thereof against the participating agencies, including active or passive. The Contractor shall give prompt notice to the participating agencies in case of casualty or accidents in connection with the work performed under this contract. (_ BID for Auction Services 405-15-specifications.doc 6 Bid No. 05-15 1.9 Withdrawal of Bids A bid may be withdrawn upon written request to the Risk Manager/Purchasing Agent for the City of El Segundo anytime prior to the opening of bids. No bid may be withdrawn for a period of 90 days after the date and time established for the opening of bids. 130 Submittal of Bids Allbids must be submitted to the City Clerk for the City of El Segundo in the manner prescribed by the date and time stated in the Notice Inviting Bids. Bids submitted after the date and time established for the opening of bids will be returned unopened to the sender. The City of El Segundo will not accept any bid submitted by Fax. 1.11 Inquiries Any question regarding these bid specifications should be directed to Mr. 7, Richard Hogate, Risk Manager/Purchasing Agent, City of El Segundo at 310/830-7600 extension 1231. Questions regarding the status of award of bid. by a particular agency should be directed to the agency. 1.12 Contract Extension'.To Other Agencies The prices, terms and conditions of this specification may be extended to other governmental agencies, at the mutual agreement of both the agency and the contractor. All requirements of specifications, purchase orders, invoices, and payments with other agencies would be direct with the successful bidder. The City of El Segundo does not warrant any additionaluse of the contract by such agencies. The City of El Segundo shall be notified immediately by the Contractor of the extension of the bid to any agency not originally included in this RPF solicitation. 2.0 .REQUIRED SERVICES 2.1 The Contractor shall provide off -site auction services, open to the public, for the sale of vehicles, equipment, miscellaneous supplies and materials provided periodically by the participating agencies. All items will be sold "as is." 2.2 Is shall be the sole responsibility of the successful bidder to sell and/or properly dispose of all computer related items in compliance with all local, state and federal laws regulating the disposal of such items. 2.3 The Contractor shall be required to transport all vehicles, equipment, miscellaneous supplies and materials to the auction site no later than five business days after a request for pick up has been made. All transportation charges including providing pallets, BID for Auction Services-#05=15.specifications.doc 7 Bid No. 05.75 material handling equipment, shrink-wrapping materials and labor shall be the responsibility of the contractor. Bidders are advised that it may be necessary to make pick ups from multiple sites within some jurisdictions. 2.4 The Contractor shall have responsibility for the marketing, advertising, and conducting the auction. The Contractor shall also be responsible for collecting all monies paid for itenis' Sold and shall give to each participating agency with payment a report indicating the 'items sold, the amount paid, the commission retained by the Contractor and the amount due the agency. Said payment and report shall be given to the agencies no later than five (5) business days after the conclusion of the sale. The agencies reserve the right to audit the sales and the Contractors books and records. 2.5 The Contractor will be required to pay each agency for items sold by check sent by certified mail within (10) working days after the date of sale. Checks shall be sent to the Risk Manager/Purchasing Agent or designated agency representative at the address referenced in the purchase contract or agreement with each agency. 2.6 The Contractor shall have responsibility for preparing necessary documentation to effectuate the transfer of ownership required by the Department of Motor Vehicles for all vehicles sold. 2.7 Contractor shall accept legal liability for all vehicles, equipment, miscellaneous supplies -` and materials beginning with pick up through sale. 2.9 Contractor will be required to have sufficient space to hold over items not sold at the sale held immediately after pick up and shall place said items for sale at a second auction to be held at a later date. Items not sold at the second auction.will be returned to the agency unless otherwise instructed by the agency. 2.9 Bidders shall indicate their commission rate as a percentage of the total dollar amount sold for vehicles and then for equipment, miscellaneous supplies and materials. Said percentages are to be clearly stated on the bid summary page included as part of this specification. 2.10 Any and all fees which will be charged are to be listed on the bid summary page. Services provided by the Contractor but for which a fee is not indicated on the bid summary page shall be presumed to be given by the Contractor at no cost to the participating agencies. 2.11 The fees and percentages offered by the Contractor shall be fixed during the life of the contract. Each participating agency will retain the right to extend the contract for additional periods of time if such negotiated extension is considered to be in the best interest of the participating agency. BID for Auction services-#05-15-specifications.doc 8 / Bid No. 05-15 2.12 Bidders shall as part of their response provide at least five (5) references from clients served during the last twenty-four (24) months. At least three of the references given are to be public agencies. 2.13 Bidders as part of their response shall provide copies of brochures and advertisements used to market or promote their last three public auctions. 2.14 Bidders as part of their response must provide a listing of sold vehicles from recent auctions including model, year, condition and sales price. 3.0 MISCELLANEOUS TERMS AND CONDITIONS 3.1 The Contractor will be required to comply with applicable Federal, State, County and local rules and regulations. 3.2 Participating agencies shall not be charged storage fees for items stored through two sales at least. 3.3 Employees of the Contractor shall not be considered to be employees of any of the agencies participating in this bid solicitation. 3.4 The Contractor shall not sell, assign, subcontract or transfer the contract nor any of the rights and privileges granted thereby without the prior written approval of the participating agency(s). 3.5 The Contractor shall be responsible for tagging, inventorying and loading of items to be sold by the various agencies at their locations during normal business hours. t�4 BID for Auction Services-#05-15-Specifications.doo Bid No. 05-15 CITY OF EL SEGUNDO COOPERATIVE BID BID SPECIFICATION NO.05-15 "AUCTION SERVICES" City of El Segundo City Clerk's Office Room 5 350 Main Street El Segundo, California 90245-38 13 Gentlemen: In accordance with City of El Segundo Bid Specification No. 05-15 for auction services, we are pleased to provide the participating cities with auction services as described for a three (3) year base contract with two (2) additional one year optional periods, at the rates indicated below. A. Commission percentage rate for the sale of surplus motor vehicles shall be 0%. B. Commission percentage rate for the sale of surplus equipment, miscellaneous supplies and materials shall be 0%. C. Commission percentage rate for the sale of jewelry shall be 0%. D. Amount of buyers premium to be charged shall be 10.5% and the amount of buyers premium returned to the public agency shall be .5%. E. Schedule of Miscellaneous Fees (List Service and Corresponding Fees). Miscellaneous fees not listed below will not be accepted at a later date. Item Fee None �_I Bidders Initials BID for Auction services .#05-15-specifications.doc N/A 10 Bid No. 05.15 Company representative to be assigned to service this contract (s). Name: Dale Van Wagner Title: Marketing Director Phone: (818) 201-6573 Address: 12580 Saticoy Street, North Hollywood, CA 91605 ALL BIDS ARE TO BE SUBMITTED IN TRIPLICATE Name of Company: Ken Porter Auctions Address: 12580 Saticoy Street North Hollywood, CA 9jhO4 *-z Date: October 24, 2005 Telephone: (818) 255-0616 Fax: (818) 255-0618 Title: President ,;,. BID for Auction Services -405-15.specifications.doc 11 Bid No. 05-15 APPENDIX A REFERENCES Please provide in the space below the names of five clients served during the past twenty-four (24) months. Three of the five clients served must be public agencies. 1. Company/Agency: County of Ventura Address: 800 S. Victoria Avenue, Ventura, CA, 93009 Phone: (805) 654-3752 Contact Person: Leslie Percy 2. Company/Agency: City of Long Beach Address: 2600 Temple Avenue, Long Beach, CA, 90802 Phone: (562) 570-5404 Contact Person: Timothy Duggan 3. Company/Agency: City of Upland Address:1370 N. Benson Avenue, Upland, CA, 91785 Phone: (909) 9314253 Contact Person: Frank Domijan 4. Company/Agency: Durham School Services Address: 9011 Mountain Ridge Drive, Suite 200, Austin, Texas, 78759 Phone: (512) 343-6292 Contact Person: Tom Mc Bride 5. Company/Agency: Walt Disney Studios Address: 500 S. Buena Vista Street, Burbank, CA, 91521 Phone: (818) 560-1285 Contact Person: Rick White jl - ..� lam_ Bidders.Initials BID for Auction Services 105-15.Specifications.doc j Bid No. 05-15 l APPENDIX B GENERAL INFORMATION Bidders are asked to answer the following questions as part of their bid response. Please do not leave any question unanswered. Answers to these questions will be considered as part of the evaluation process. Use additional sheets if necessary. uestion Response 1. Number of times auction is held per month: 1 2. Where is your local auction site? 22800 S. Normandie Ave. Torrance, CA 90502 3. What is the average attendance? 400 - 500 4. How many parking spaces do you provide for 150 plus the general public? Paved or unpaved? Both 5. What are your hours of operation? 8:00 am to 5:00 pm Monday to Friday b. How much storage capacity do you have? 420,000 square feet 7. Do you send out descriptive photo brochures? Yes If so, please provide a copy in your bid. . See Exhibit B & How many names are on your current mailing 8,800 plus list? Bidders Initials BID for Auction Services 405-15-5pecifications.doc 1.3 Bid No. 05-15 9 What paper of general circulation do you Los Angeles Times, Long Beach advertise in? Press Telegram, Orange County Register, Ventura County Star. 10. Do you have pre -auction inspections for Yes bidders? 11. Transportation contracted or subcontracted? Contracted 12. Does the provider of transportation carry their Yes own insurance? 13. Name & location of transportation services? Cinema Vehicles Services 12580 S. Saticoy Street North Hollywood, CA 91605 14. Contractor/Subcontractor licensed and bond- Yes ed? 15. Full service, turn key auction? Yes 16. Licensed/Bonded Dealer? Yes 17. Professional Appraisal Services Available? Yes 18. Average number of vehicles sold per auction? 200 plus 19. What was the total number of lots for each of 235 + 284 + 335 = 854 your last three auctions? 20. Number of years in business? 43 plus years 21. Will you allow Cities currently under contract Yes to you to enter into this new contract? Bidders Initials „ BID for Auction Services.#05-15-Specifications.doc 1:4. 22. Does your site have restroom facilities? 23. What is your policy regarding allowing a buyer to renege on a purchase? V. Bidders Initials .,. BID for Auction services 405-15 •specifications.doc Yes We do NOT let buyers renege. If they refuse to pay, they lose their deposit. Bid No. 05-15 15 Bid No. 05-15 CITY OF EL SEGUNDO BID NO.05-15 AFFIDAVIT OF NON -COLLUSION The undersigned, as bidder declares that this proposal is made without collusion with any other person, firm or corporation and that the only person or parties interested as principals are named herein. Having carefully examined the Notice Inviting Bids, the Specifications and the Terms and Conditions, we do hereby propose and agree, in the event of acceptance hereof to enter into the required agreement with the City of El Segundo. Dated this 24th day of October 2005,1 certify (or declare) under penalty of perjury that the foregoing is true and correct. Name of Company: Ken Porter Auctions Signatur Title: President BID for Auction 5ervices.#05-15.5pecifications.doc 1`6 d ` Bid No. 05-15 Exhibit A INSURANCE REQUIREMENTS [MUST BE SUBMITTED WITH PROJECT PROPOSALI To be awarded this contract, the successful bidder must procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Type of Insurance Limits Commercial general liability. $2,000,000 Professional liability N/A Business automobile liability $1,000,000 Workers compensation Statutory requirement. Commercial general liability insurance must meet or exceed the requirements of the most recent ISOCOL Form Number. The amount of insurance set forth above must be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies must be endorsed to name the City, its officials, and employees as "additional insured" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by the City will be excess thereto. Such insurance must be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to the City. Professional liability coverage must be on an "occurrence basis" if ouch coverage is available, or on a "claims made" basis if not available. When coverage is provided on a "claims made basis," the Consultant must continue to maintain the insurance in effect fora period of three (3) vears after this Agreement expires or is terminated "extended insurance".. Such extended insurance must have the same coverage and limits as the policy that was in effect during the term of this Agreement and cover the Consultant for all claimsmade by the City arising out of any errors or omissions of the Consultant, or its officers, employees or agents during the time this Agreement was in effect. Automobile coverage must be written on ISO Business Auto Coverage Form CA 00 0106 92, including symbol 1 (Any Auto). The Consultant must furnish to the City duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement, endorsements as required herein, and such other evidence of insurance or copies of policies as may be reasonably required by the City from time to time. insurance must be placed with admitted insurers with a current A.M. Best Company Rating equivalent to at least a.Rating of "A:VII." Certificate(s) must reflect that the insurer will provide thirty (30) day notice of any cancellation of coverage. The Consultant will require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions. By signing this form, the bidder certifies that it has read, understands, and will comply with these insurance requirements if it is selected as the City's consultant. Failure to provide this form may render the bidder's proposal "nonresponsive" Date: iv1zym5— Bidder: FEE• -i cr�rc.,z,eno.,�T .,: BID for Au ion Services #05-15.Specifications.doc 17 Bid No. 05-15 CITY OF EL SEGUNDO COOPERATIVE BID DID SPECIFICATION NO.05-15 "AUCTION SERVICES" City of El Segundo City Clerk's Office Room 5 350 Main Street El Segundo, California 90245-38 13 Gentlemen: In accordance with City of El Segundo Bid Specification No. 05-15 for auction services, we are pleased to provide the participating cities with auction services as described for a three (3) year base contract with two (2) additional one year optional periods, at the rates indicated below. A. Commission percentage rate for the sale of surplus motor vehicles shall be 0%. B. Commission percentage rate for the sale of surplus equipment, miscellaneous supplies and materials shall be 0%. C. Commission percentage rate for the sale of jewelry shall be 0%. D. Amount of buyers premium to be charged shall be 10.5% and the amount of buyers premium returned to the public agency shall be .5%. E. Schedule of Miscellaneous Fees (List Service and Corresponding Fees). Miscellaneous fees not listed below will not be accepted at a later date. ' Item Fee None NIA Bidders Initials BID for Auction services • aY05-15-specifications.doc (_1 to Bid No. 05.15 F. Company representative to be assigned to service this contract (s). Name: Dale Van Wagner Title: Marketing Director Phone: (818) 201-6573 Address: 12580 Saticoy Street, North Hollywood, CA 91605 ALL BIDS ARE TO BE SUBMITTED IN TRIPLICATE Name of Company: Ken Porter Auctions Date: October 24, 2005 Address: 12580 Saticoy Street Telephone: (818) 255-0616 North Hollywood, CA RJAFax: (818) 255-0618 i0 BID for Auction Services .i105-Is-specifications.doc Title: President 11. VEHICLE DEALER L,a.. 066130 DEC I t 2004 Expiration Date: N O V 3 0 t Z 00 5 -i-is �c -, use is valid for Tne period indicated above. This license shall be signed and displayed in the office at ":e odress shown be!ow. Pursuant to the California Vehicle Code. .~s.jjD KEN PORTER AUCTIJNS A/C USED r„ 22800 S NORt4ANDI,E AVE TRL NEW TORRANCE CA 90502 BR- �r,.•. - Lic.fm! :must be renewed ;annually pursuant to :410. 11E08. 11620 or 11717. %:i,?vLrIG. tSL 783542 Code ascWns 111t1 11 DISPLAY CONSPICUOUSLY AT PLACE OF BUSINESS FOR WHICH ISSUED t CALIFORNIA STATE BOARD OF EQUALIZATI j^j., SELLER'S PERMIT ACCOUNTNUMBER ' 6/14/2001 SR Y AC 13-689721 00006 AB C.H.P.ENTERPRISES 22800 NORMANDIE AVE. TORRANCE, CA 90502 THIS PERMIT DOES NOT AUTHORIZE THE HOLDER TO E N G A GE /N ANY BUSINESS CONTRARY TO LAWS REGULATING THAT L J BUSINESS OR TO POSSESS OR OPERATE IS HEREBY AUTHORIZED PURSUANT TO SALES AND USE TAX LAW TO ENGAGE IN THE ANY ILLEGAL DEVICE. BUSINESS OF SELLING TANGIBLE PERSONAL PROPERTY AT THE ABOVE LOCATION THIS PERMIT IS VALID UNTIL REVOKED OR CANCELED BUT IS NOT TRANSFERABLE, IF YOU SELL YOUR BUSINESS, OR DROP OUT OF A PARTNERSHIP, NOTIFY US OR YOU COULD BE RESPONSIBLE FOR SALES AND USE TAXES OWED BY THE NEW OPERATOR OF THE BUSINESS. Not Valid at anyotheraGdress FOR GENERAL TAX QUESTIONS, PLEASE TELEPHONE OUR IN FORMATION CENTER AT 1-SOD-400-7115. BOE-442-A REV, 13 (6-00) AcoRa CERTIFICATE OF LIABILITY INSURANCE OP ID DATE(MMIDDNYYY) HPEN 1 06:,17,Q5 PRODUCER -` � - � � -� �'� �- � - THIS CERTIFICATE IS'ISSUED A5 A MATTER OF INFORMATION United Agencies Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE CA License # 0252636 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 100 No. 1st Street, Ste. 301 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. Burbank CA 91502 Phone:800-800-5880 Fax:877-901-5522 INSURERS AFFORDING COVERAGE NAIL# . . - INSURERA Vied T anit Tn:64.ii 6-- C.H-P Enterprises, Inc. Ken Porter Auctions 12580 Saticoy Street N. Hollywood CA 91605 • �uRr�m c ua�cV acLUvrruwe 51'" IasUI-U TUTHE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N07VVITHSTANDING ANY REQUIREMENT, TERM OA CONDRION 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. AGGREGATE LIMITS SHOWN MAY NAVE BEEN REDUCED BY PAID CLAIMS. - LTR N5Rtl TYPE OF INSURANCE POLICY NUMBER PD LI DATE MM/DD7YY - DATE MM/DO/YY LIMITS A GENERAL LIABILrtY X. COMMERCIAL GENERAL LIABILITY IM CLAWMADE XI OCCUR 79530782 06/16/05 06/16/06 EACH OCCURRENCE s 1000000 PREAUEMISEI Ea f:NIW ce) s 1QO000.Q MEOEXP(Anyone person) $10000 PERSONAL &ADV. INJURY $ 1000000 GENERAL AGGREGATE $2000OOQ GEMLAGGREGATELIMITAPPLIESPER POLICY JEOT LOC PRODUC73•COMPIOPAGG S2000000 AUTOMOBILE LIABILITY - A ANY AUTO 79549906 06/16/05 06/16/06 COMBINED SINGLEIIMIT (Ea accident) $1000000 X ALL OWNED AUTOS BODILYINJURY(Per person) s SCHEDULED AUTOS X HIRED AUTOS BODILY INJURY (Peracddent) S X NON -OWNED AUTOS PROPERTY DAMAGE (Per accident) S A A GARAGEUABWTY X ANY AUTO TH X OER THAN AUTO I EXCESSIUMBRELIALIABIUTY X OCCUR ❑ CLAIMSMADE 73536132 79466678 06/16/05 06/16/05 06/16/06 06/16/06 AUTO ONLY -EA ACCIDENT $1000000 EAACC AUT ON YN - AGG EACH OCCURRENCE $1000000 S 2000QQQ $50000.00 AGGREGATE $ 5000000 $ DEDUCTIBLE s X RETENTION - S-O•- WORKERS COMPENSATION AND S $ EMPLOYERS' LIABILITY ANY PROPRIETORWARTNERJEXECUTIVE OFFICERIMEMBER EXCLUDED? _ TORY LIMITS ER E.L. EACH ACCIDENT E.L DISEASE - EA EMPLOYEE $ It yyes, describe under SPECIAL PROVISIONS below OTHER E.L. DISEASE - POLICY LIMIT $ OESCRIPTON OF OPERATIONSTt nce7lnuc r �rcwe ec i wr, n�,n.,e . .. _.,_____.___._ . _____ _. __ . _ _ C Auction Operations CERTIFICATE HOLDER CANCELLATION PROOFCO SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO. MAIL 10 DAYS WRITTEN PROOF OF INSURANCE ONLY NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DD BOSH . ALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. 23(2001108) © ACORD CORPORATION 1988 REFERENCES: 1. Ms. Leslie Percy COUNTY OF VENTURA 800 S. Victoria Ventura, CA 93009 2. Mr. Daniel Stone CITY OF GARDENA 1700 West 162"d Street Gardena, CA 90247 3. Mr. Scott Beck CITY OF BURBANK 124 S. Lake Street Burbank, CA 91502 4. Mr. Rick Sikes CITY OF SANTA MONICA 2500 Michigan Avenue Santa Monica, CA 90404 5. Dennis Kulzer CITY OF VENTURA 336 Sanjon Road Ventura, CA 93002 Phone (805) 654-3752 Fax (805) 654-3754 43 years of service Approx. $300,000 annually Phone (310) 217-9573 Fax (310) 217-6119 13 years of service Approx. $200,000 annually Phone (818) 238-5060 Fax (818) 238-5069 15 years of service Approx. $200,000 annually Phone (310) 458-8514 Fax (310) 828-7685 10 Years of service Approx. $250,000 annually Phone: (805) 652-4573 Fax: (805) 653-6655 22 Years of Service Approx. $10.0,000 annually K P A References 1 EXHIBIT B Form Change Order CHANGE Contract Number: Change Number: The requirements of the above designated Agreement are changed as follows: City and Contractor agree that Contractor's compensation shall be adjusted as follows: City and Contractor agree that Contractor's schedule shall be adjusted as follows: This adjustment covers the entire compensation for the Change set forth above and includes, but is not limited to compensation for all engineering, material, equipment, subcontracts, labor, overhead, profit, changes in scheduling and delays resulting, directly or indirectly, from the Change, as further detailed in the Agreement. Contractor: Ken Porter Auctions City: City of Vernon By By Date Date MW `&A OFFICE OF THE CITY CLERK 4305 Santa Fe Avenue, Vernon, California 90058 ,Telephone (323) 583-8811 February 24, 2011 Don Wood Sales Manager Ken Porter Auctions 400 E. Redondo Beach Blvd. Gardena, CA 90248 Re: Services Agreement Extension Dear Mr. Wood: On February 15, 2011, by City Council minute order, the City of Vernon approved the extension of the agreement through January 12, 2012, with Ken Porter Auctions for the disposal of surplus goods through public auctions,.with no change in compensation. If you have any questions regarding this matter, please call Martha Valenzuela at 323/583-8811 ext. 226. Ver truly yours, WI L ARD G. G CHI City Clerk/I to im ' y Attorney WGY:dj Enclosure c: Rory Burnett Martha Valenzuela Purchasing Department Resolution No. 9464 Agreement File No. 07-125 Exclusively Industriaf FEB Q 3 2011 CITY ATTORNEY DEPT. OF DER ��Is l l 5 S�V{LY 1 STAFF REPORT PURCHASING DEPARTMENT DATE: February 02, 2011 zt�- C) RECEIVED FEB 0 2 2011 CITY ADMINISTRATION 0 TO: Mayor and City Council FROM: Martha Valenzuela, Director of Business Services/Personne RE: Surplus Purpose The Purpose of this Staff report is to obtain approval from you and the City Council to renew services with Ken Porter Auctions. Background Ken Porter Auctions has assisted in the disposal of surplus goods through public auctions. The items include equipment, vehicles and miscellaneous supplies. The agreement approved by City Council Resolution #9464 was issued effective November 6, 2007 and expired November, 4, 2010. The City had piggybacked onto the Los Angeles Metro Public Purchasing agent's Cooperative (LAMPPAC) bid. Purchasing was advised that LAMPAC had extended the agreement with Ken Porter Auctions through January 12, 2012. Ken Porter Auctions is extending the same terms to the City of Vernon. Recommendation Purchasing is recommending that we renew the agreement for another year. Purchasing is requesting that this item be included on the agenda for the Council meeting scheduled for February 15, 2011. Fiscal Impact There is no fiscal impact to the City. The auction services are provided at no charge to the City. A .5% per unit buyer's premium credit is added to the sale proceeds which is then refunded to the City. Ken Porter A U C T I O N 8 January 12, 2011 to January 12, 2012 City of Vernon c/o Delores Jaunzemis 4305 Santa Fe Avenue Vernon, CA 90058 Dear City of Vernon: All of us at Ken Porter Auctions appreciate the opportunity to submit a proposal to assist in the disposal of City of Vernon's vehicles, equipment and miscellaneous items. We are pleased to offer City of Vernon the following quotation: Costs/Fees Transport Fees Cars, Trucks, and Vans (< 1 ton) 0.00% $0.00 per vehicle Trucks, Equipment (< 1 ton) 0.00% $0.00 per vehicle De Logo, Smog and Safety $0.00 per unit N/A Buyers Premium (Credit to City) 0.50% per unit N/A Miscellaneous Items 0.00% $0.00 per trailer There are NO OTHER FEES OR CHARGES to you unless you specifically agree to them prior to any auction. Our auctions are conducted on the Ist and 3rd Saturday's of every month. We will provide you with a detailed summary along with your settlement check within 20 days of the auction. Your permanent records are also available on our website and are accessible by you 24/7/365. All terms and conditions of this contract will remain the same as the previous LAMPPAC AGREEMENT. Si , ,-,7 DATE:02/02/2011 Don Wood Sales Manager Ken Porter Auctions 400 East Redondo Beach Blvd. Gardena, CA 90248 Phone: 310-353-7140 • Fax: 310-353-5740 www.kenporterauctions.com • E-mail:info@kenporterauctions.com Ken Porter A U C T I O N S January 12, 2011 to January 12, 2012 City of Vernon c/o Delores Jaunzemis 4305 Santa Fe Avenue Vernon, CA 90058 Dear City of Vernon: All of us at Ken Porter Auctions appreciate the opportunity to submit a proposal to assist in the disposal of City of Vernon's vehicles, equipment and miscellaneous items. We are pleased to offer City of Vernon the following quotation: Costs/Fees Transport Fees Cars, Trucks, and Vans (< 1 ton) 0.00% $0.00 per vehicle Trucks, Equipment (< 1 ton) 0.00% $0.00 per vehicle De Logo, Smog and Safety $0.00 per unit N/A Buyers Premium (Credit to City) 0.50% per unit N/A Miscellaneous Items 0.00% $0.00 per trailer There are NO OTHER FEES OR CHARGES to you unless you specifically agree to them prior to any auction. Our auctions are conducted on the 1st and 3rd Saturday's of every month. We will provide you with a detailed summary along with your settlement check within 20 days of the auction. Your permanent records are also available on our website and are accessible by you 24/7/365. All terms and conditions of this contract will remain the same as the previous LAMPPAC e (,l] RRAA1�'APT DATE: 02/02/2011 Don Wood Sales Manager Ken Porter Auctions 400 East Redondo Beach Blvd. Gardena, CA 90248 Phone: 310-353-7140 • Fax: 310-353-5740 www.kenporterauctions.com • E-mail:info@kenporterauctions.com Wednesday, October 20, 2010 J. Richard Hogate c/o LAMPPAC — Contract Extension City of El Segundo 350 Main Street, Room 5 El Segundo, CA 90245-3813 Dear Mr. Hogate: C.H.P. Enterprises, Inc. d.b.a. Ken Porter Auctions is pleased to offer another twelve month extension to the current contract (RFP Bid 15-05) which expires December 31, 2010 at the current fees and rates. Please discuss this offer with the LAMPPAC membership and your City. Afterwards, we would expect a response letter either accepting or rejecting the offer by no later than December 16, 2010. Please remind any LAMPPAC members that are not currently using our services to contact me regarding the terms and conditions of the contract. If you have any questions, please contact me at (310) 353-7140 Thanks again for all the business your city and all the other LAMPPAC agencies have sent to Ken Porter Auctions over the past several years. Sincerely, Don Wood Sales Manager Ken Porter Auctions DW/1010 Cc: File December 2, 2010 Ken Porter Auctions VIA EMAIL: don@ken_Porterauctions.com Attention: Don Wood 400 E. Redondo Beach Blvd Gardena, CA 90248 Subject: Acceptance of contract extension until 1 /12/2012 Dear Don: The City is acknowledging receipt of contract extension offer made by yourself and Ken Porter Auctions in October 2010. Based upon the offer the City would like to accept the October 2010 extension until 1/12/2012. Thereafter, the City and Ken Porter Auctions will need to decide whether to amend the contract to extend the term. If you have any questions please give Richard Hogate, Purchasing Agent a call at (310) 524-2339. you, lack WXyt I City Manager 2010.12-02 Acceptance letter for extending Auction Services through 1.12-2012.doc Page 1 of 2 Juarez, Debbie From: Mermis, Michelle Sent:. Thursday, February 24, 2011 2:36 PM To: Juarez, Debbie Cc: Barcia, Ana Subject: RE: Insurance Inquiry - C.H.P. Enterprises, Inc. dba Ken Porter Auctions - Agreement Extension Approved by CC Minute Order 02/15/11 C.H.P. Enterprises has been approved. From: Juarez, Debbie Sent: Wednesday, February 23, 2011 2:55 PM To: Mermis, Michelle Subject: RE: Insurance Inquiry - C.H.P. Enterprises, Inc. dba Ken Porter Auctions - Agreement Extension Approved by CC Minute Order 02/15/11 Thanks O 1De6orah Juarez W_�cords Management Assistant City of Vernon - City Cferk!s Office 4305Santa (TeAvenue Vernon, CA 90058 (323) 583-8811 From: Mermis, Michelle Sent: Wednesday, February 23, 2011 2:52 PM To: Barcia, Ana; Juarez, Debbie Subject: RE: Insurance Inquiry - C.H.P. Enterprises, Inc. dba Ken Porter Auctions - Agreement Extension Approved by CC Minute Order 02/15/11 I sent a fax over yesterday. I will give them a call this afternoon since I have not heard from them. From: Barcia, Ana Sent: Wednesday, February 23, 2011 2:50 PM To: Juarez, Debbie; Mermis, Michelle Subject: RE: Insurance Inquiry - C.H.P. Enterprises, Inc. dba Ken Porter Auctions - Agreement Extension Approved by CC Minute Order 02/15/11 Hi Debbie, I'm having Michelle work on updating this insured's information. Ana Barcia City of Vernon Risk Management Department T: 323) 583-8811 ex 286 F: 323) 826-1439 abarcia(a)ci.vernon. ca. us From: Juarez, Debbie 2/24/2011 Page 2 of 2 Sent: Wednesday, February 23, 2011 2:47 PM To: Mermis, Michelle; Barcia, Ana Subject: FW: Insurance Inquiry - C.H.P. Enterprises, Inc. dba Ken Porter Auctions - Agreement Extension Approved by CC Minute Order 02/15/11 Just following up on this request. Tomorrow if fine to get back with me on it and the next two that I'm going to follow up on. Thanks, Deborah Juarez W§cords 91,1anagementAssistant City of Vernon - City Cterk's Office 4305 Santa Te Avenue Vernon, CA 90058 (323) 583-8811 From: Juarez, Debbie Sent: Thursday, February 17, 2011 9:28 AM To: Barcia, Ana Cc: Mermis, Michelle Subject: Insurance Inquiry - C.H.P. Enterprises, Inc. dba Ken Porter Auctions - Agreement Extension Approved by CC Minute Order 02/15/11 Hi Ana. Please let me know if the above -referenced vendor has valid insurance on file. Thank you. Deborah Juarez W_vcords Yanagement gssistant City of Vernon - City CterC's Office 4305 Santa Te Avenue Vernon, CA 90058 (323) 583-8811 2/24/2011