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2004-060 1 J 1 0 A RESOLUTION APPROVING A SELLER'S AGREEMENT BETWEEN THE VILLAGE OF BUF'F'ALO GROVE AND OBENAIIF AUCTION SERVICE, INC. WHEREAS, the Village of Buffalo Grove has from time to time surplus assets that it desires to sell via auction; and WHEREAS, the Northwest Municipal Conference has executed a Master Sellers Agreement with Obenauf Auction Service, Inc. to provide Internet -based auction and excess property management services to members of the Conference; and WHEREAS, staff has researched the feasibility of the services offered by Obenauf Auction Service, Inc. and has determined that the services provide an additional venue to dispose of surplus public assets; and WHEREAS, the Master Sellers Agreement requires that individual members of the Northwest Municipal Conference need to execute a separate Sellers Agreement in order to participate in the program so offered by Obenauf. NOW, THEREFORE BE IT RESOLVED, by the President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties, Illinois that: Section 1. The attached Sellers Agreement with Obenauf Auction Service, Inc. is hereby approved and the Village Manager is hereby authorized to execute the Agreement on behalf of the Village of Buffalo Grove. AYES: 4 — Braiman, Berman, Kahn, Trilling NAYES: 0 — None ABSENT: 2 — Gloverf Johnson PASSED: March 1 2004 APPROVED: March 1 12004 APPROVED: _ Village President /v aV - _ Villa erk • c: OBENAUF AUCTION SERVICE, INC. Sellers Agreement This Agreement is between Obenauf Auction Service, Inc. ( "OAS "), Post Office Box 265, Ingleside, Illinois 60041, an Illinois Corporation, and Village of Buffalo Grove ( "Client "), having its principal place of business at 50 Raupp, Buffalo Grove, IL 60089. 1.0 GovDeals, Inc.: OAS has entered into a Marketing and Services Agreement with GovDeals, Inc. ( "GovDeals "), a Delaware corporation having its principal place of business at 5913 Carmichael Place, Montgomery, Alabama, 36117, for GovDeals to provide Internet -based auction and excess property management services to OAS clients. 2.0 Description of Services: GovDeals provides a means for sellers to list items for sale and for potential buyers to bid upon these items via an Internet -based auction system. Although GovDeals may provide software and applications to the Client to make the listing of items easier, neither OAS nor GovDeals is a party to the actual sale and have no control over the listed information or the ability of the buyer and seller to complete the transaction. 3.0 OAS and GovDeals Responsibilities: In addition to the operation of an Internet auction server, OAS and GovDeals will provide the Client with the following products and services during the term of the Agreement: 3.1 Access to a web -based application ("GovDeals Auction Server") that will help the Client maintain information about assets and submit them to auction. The GovDeals Auction Server will: 3.1.1 Accept descriptive information concerning an asset; 3.1.2 Allow different auction phases based upon dates and times to be specified; 3.1.3 Permit the assignment of certain buyer restrictions during each auction phase; and 3.1.4 Facilitate requests for credits regarding transactions that were not completed. 3.2 Training and support services to implement the GovDeals service, which will include: 3.2.1 Use of the GovDeals Auction Server, 3.2.2 Guidance in the initial entry of assets; 3.2.3 Procedures for taking and posting pictures of assets; and 3.2.4 Assistance in the development of an implementation plan and schedule. At OAS /GovDeals option, training and support services will be provided either on- site or via telephone and the Internet. 3.2.5 (Optional) Assistance in taking and posting of assets and related descriptions on the GovDeals Auction Server. 3.3 A customer support desk available via telephone or e-mail between the hours of 8:00 a.m. and 6:00 p.m., Eastern time, on normal business days. 3.4 Marketing of the on -line auction service to promote use of the site by potential buyers. Obenauf Sellers Agreement - Version 01.04 -02 Page 1 Copyright 2001,GovDeals, Inc. i fi 4.0 Client Responsibilities: To promote a successful operation and increase the benefits from using GovDeals auction capabilities, the Client agrees to: 4.1 Provide on -site support and resources required to access the GovDeals Auction Server via the Internet; 4.2 (As an option, see 3.2.4, above) Make sufficient personnel related to surplus property disposal available for training, implementation, and initial data entry; 4.3 Cooperate with marketing campaigns, including providing a mailing list of prior auction customers, if available; and 4.4 Utilize GovDeals Auction Server and on -line auction capabilities during the term of this Agreement by: 4.4.1 In the Villages sole discretion listing assets for sale on the GovDeals auction service; 4.4.2 Completing sales transactions for assets sold via this service; 4.4.3 Not selling through some other means any item for which it has received a winning bid via GovDeals for the specific purpose of avoiding the GovDeals fee; and 4.4.4 Not engaging, directly or indirectly, in any activities intended to manipulate or interfere with the bidding process. 5.0 Fees• 5.1 • Buyer's Premium. A Buyer's Premium of seven and one -half percent (7.5 %) of the total amount of each sale be imposed. 5.2 Seller's Fee. 5.2.1 Option One. If the Client lists assets on GovDeals in accordance with 3.2.4, Client agrees to pay OAS a seller's fee of five percent (5 %) of the total amount of each sale, but not less than $2.50, for any item that is sold as a result of having posted it to the GovDeals web site. 5.2.2 Option Two. If OAS lists Clent's assets on GovDeals, Client agrees to pay OAS a seller's fee of seven and one -half percent (7.5 %) of the total amount of each sale, but not less than $2.50, for any item that is sold as a result of having posted it to the GovDeals web site. 6.0 Payment: 6.1 As Obenauf collection agent, GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit payment to GovDeals (as Obenauf collection agent) within thirty (30) calendar days, unless an applicable prompt payment act or similar legislation specifies a different time period. 6.2 Client shall promptly, but not more than sixty (60) calendar days after the sale date, notify GovDeals of any transaction that was not consummated. 7.0 Term of Agreement: This Agreement shall commence on the date it is approved by OAS and will continue for a period of twelve months unless otherwise terminated as provided herein. Unless otherwise specified on the signature page, this Agreement shall be automatically extended for additional one -year periods, unless either party notifies the Obenauf Sellers Agreement -Version 01.04 -02 Page 2 Copyright 2001,GovDeals, Inc. other in writing of its intent not to renew at least sisty days prior to the anniversary date. Either parry may request a re- negotiation of the terms hereof during a period sixty days prior to the anniversary date of this Agreement. 8.0 Risht to Sell and Content: Client will only post items to the GovDeals auction site that the Client has the legal right to sell or dispose of to qualified buyers. Any information posted will be accurate to the best of Client's ability and not contain anything of a pornographic or objectionable nature. Client agrees to only use links to digital pictures of associated assets as provided for in the GovDeals software, and will not create links to any other site, text or other information without the written consent of GovDeals. 9.0 Online Sales - Terms and Conditions: Attached hereto as Exhibit A are Online Sales — Terms and Conditions of Client. At any time during the term of this Agreement, Client may modify the Terms and Conditions. Said modification must be submitted to GovDeals in writing for posting to the GovDeals auction site. The Terms and Conditions posted to the GovDeals auction site shall not modify, amend or affect the provisions of this Agreement 10.0 Information and Security: 10.1 Client understands that OAS and GovDeals are not responsible for the accuracy of information provided to it by seller(s) and/or buyer(s). GovDeals will use reasonable efforts to protect information that is on its web site from inappropriate use and loss. 10.2 Client grants OAS and GovDeals a non - exclusive, non - transferable, irrevocable, and royalty -free right to exercise any copyright or publicity rights Client may have in the information it posts to the GovDeals server(s). OAS and GovDeals agree to use this information only for its intended purpose in support of this Agreement. 11.0 Interference: Client will not use any programs, routines, or applications in connection with GovDeals that will interfere with the operation of the software or site. Specifically, the Client will only communicate with the Client Asset Server by using software and applications that GovDeals provides or specifically approves in writing. 12.0 Exclusivity and Confidentiality: The proprietary Internet -based auction system, environment, and components (collectively, the "System") provided by GovDeals under this Agreement are, and will remain, the exclusive property of GovDeals. GovDeals retains and reserves all rights to the proprietary intellectual property, including, but not limited to, all copyrights and trademarks of and to the System. GovDeals is providing the Client hereunder with a license for said System solely for its own use. Client may not subcontract, sell, lease, transfer, assign or otherwise share said System with any third party. Client acknowledges that the System constitutes the proprietary and confidential property of GovDeals and agrees not to directly or indirectly use, employ, divulge, disclose, transfer, or communicate to any person, firm, corporation or other entity, in any manner whatsoever, any of the System or documentation/information provided by GovDeals. In the event of termination of this Agreement, Client shall promptly return to Obenauf Sellers Agreement - Version 01.04 -02 Page 3 Copyright 2001,GovDeals, Inc. 4� GovDeals or at the option of GovDeals destroy, all documentation/information regarding the System. 13.0 Warranty Disclaimer: OAS and GovDeals do not warrant error -free or uninterrupted use of the GovDeals service. The GovDeals web sites, services, software and applications are provided without warranty, express or implied, including, but not limited to, any implied warranties for merchantability or fitness for a particular purpose. OAS, GovDeals, their directors, officers, employees, agents and/or affiliates shall not be liable for any loss of profit and/or any direct, indirect, special, incidental or consequential damages resulting from the services offered herein. 14.0 Termination: 14.1 Either party may terminate this Agreement at any time by giving the other parry sixty (60) days written notice. 14.2 This Agreement shall terminate automatically on the occurrence of any of the following events: 14.2.1 Bankruptcy or insolvency of Client, OAS or GovDeals; or 14.2.2 Discontinuation of the GovDeals Internet -based auction service. 14.3 Upon termination of this Agreement, the Client is obligated to: 14.3.1 Pay GovDeals and OAS any fees that are due; 14.3.2 Withdraw all assets from auction; 15.0 Independent Contractor: Each party will be and act as an independent contractor and not as an agent or partner of the other parry. Neither parry by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other parry hereto. 16.0 Severability: If any provision of this Agreement is deemed or determined to be unenforceable or invalid, such finding or determination shall not affect the validity or enforceability of any other provision of this Agreement. 17.0 Governance: This Agreement will be governed, interpreted, construed and enforced in accordance with the laws of the State of Illinois. 18.0 Entire Agreement: This Agreement represents the entire understanding between the parties with respect to its subject matter. 19.0 Approval by GovDeals: This Agreement is subject to approval by GovDeals prior to becoming effective. Obenauf Sellers Agreement - Version 01.04 -02 Page 4 Copyright 2001,GovDeals, Inc. i i THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO: Obeba f Auction ServiceL Inc. By: Name: William Obenauf Title: President Date: Primary Contact Person: Name: Linda Obenauf Title: Vice President Telephone Number: (847) 587 -2095 Fax Number: (847) 587 -1513 e -mail: auctionlio@aol.com Obenauf Sellers Agreement - Version 01.04 -02 Page 5 Title: Village Mana¢er Date: 31Z T Lo q, --r - Primary Contact Person: Name: Brett Robinson Title: SCADA Program Tech. Telephone Number: (847) 459 -2545 Cell Number: (847) 366 -8021 Fax Number: (847) 537 -1742 e -mail: surplus@vbg.org Copyright 2001,GovDeals, Inc. E 0 OBENAUF AUCTION SERVICE, INC. Sellers Agreement Exhibit A — Online Sales — Terms and Conditions Village of Buffalo Grove Buffalo Grove, Illinois Online Sales — Terms and Conditions All bidders and other participants of this auction agree that they have read and fully understand these terms and agree to be bound thereby. Acceptance of Terns and Conditions. By submitting a bid, the bidder agrees that they have read, fully understand and accept these Terms and Conditions of Online Sales, and agree to pay for and remove the property, if the bid is accepted, by the dates and times specified. Guaranty Waiver. All property is offered for sale "AS IS, WHERE IS." Village of Buffalo Grove (Seller) makes no warranty, guaranty or representation of any kind, expressed or implied, as to the merchantability or fitness for any purpose of the property offered for sale. The Buyer is not entitled to any payment for loss of profit or any other money damages — special, direct, indirect, or consequential. Description Warranty. Seller warrants to the Buyer that the property offered for sale will conform to its description. Any claim for misdescription must be made prior to removal of the property. If Seller confirms that the property does not conform to the description, Seller will keep the property and refund any money paid. The liability of Village of Buffalo Grove shall not exceed the actual purchase price of the property. Please note that upon removal of the property, all sales are final. Personal and property risk. Persons attending during exhibition, sale or removal of goods assume all risks of damage of or loss to person and property and specifically release the Seiler, OAS and GovDeals from liability therefore. Inspection. Most items offered for sale are used and may contain defects not immediately detectable. Bidders may inspect the property prior to bidding. Bidders must adhere to the inspection dates and times indicated in the item description. Please contact Brett Robinson, SCADA Program Tech., (847) 459 -2545 office — (847) 537 -1742 fax or e-mail: surplus vbg.org Consideration of Bid. Village of Buffalo Grove reserves the right to reject any and all bids and to withdraw from sale any of the items listed. Obenauf Sellers Agreement — Exhibit A - Version 01.04 -02 Copyright 2001, GovDeals, Inc. Page 1 Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from GovDeals. Payment. Payment in full is due not later than 5 business days from the time and date of the Buyer's Certificate. Acceptable forms of payment are: • Cash (U.S. currency) • Certified Check (Non - cancelable, with Letter of Certified Funds from bank) • Money Order • Traveler's Checks • Company Check (with Bank Letter of Certified Funds guaranteeing payment - mandatory) Checks shall be made payable to Village of Buffalo Grove. Payments shall be made at the location listed in the Buyer's Certificate. Removal. Ail items must be removed within 10 business days from the time and date of issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as specified. Successful bidders are responsible for loading and removal and any and all property awarded to them from the place where the property is located as indicated on the website and in the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary, including packing, loading and transportation of the property. Under no circumstances will Village of Buffalo Grove assume responsibility for packing, loading or shipping. Property may be removed between the hours of 8:30a.m. and 3:00p.m. , Monday through Friday, excluding legal holidays. For additional information, please contact Brett Robinson, SCADA Program Tech., (847) 459 -2545 office - (847) 537 -1742 fax or e-mail: surplus ,�vbg.org Vehicle Titles. Seller will assign the title or certificate upon receipt of payment. Titles may be subject to any restrictions as indicated in the item description on the website. Open titles cannot be issued. Village of Buffalo Grove will not issue replacement titles. Default. Default shall include (1) failure to observe these terms and conditions; (2) failure to make good and timely payment; or (3) failure to remove all items within the specified time. Default may result in termination of the contract and suspension from participation in all future sales until the default has been cured. If the Buyer fails in the performance of their obligations, Seller may exercise such rights and may pursue such remedies as are provided by law. Seller reserves the right to reclaim and resell all items not removed by Buyer thirty (30) days from the expiration of specified removal date. State /Local Sales and /or Use Tax. Buyers may be subject to payment of State and /or local sales and /or use tax. Buyers are responsible for contacting the appropriate tax office, completing any forms, and paying any taxes that may be imposed. Sales to Employees. Employees of the Village of Buffalo Grove may not bid on property of the Village of Buffalo Grove. Obenauf Sellers Agreement - Exhibit A - Version 01.04 -02 Page 2 Copyright 2001, GovDeals, Inc.