HomeMy Public PortalAboutLiquidity Service OperationsDocuSign Envelope ID: D3A8FB6A-CFB3-464A-8CD6-39FDACB9BEF2
TOWN OF GULF STREAM
AGREEMENT FOR ONLINE AUCTION/ LIVE AUCTION SERVICES
THIS AGREEMENT FOR ONLINE AUCTION / LIVE AUCTION
SERVICES is entered into and effective this r- day of June, 2023, by and between the TOWN
OF GULF STREAM, a Florida municipal corporation with offices located at 100 Sea Road,
Gulf Stream, Florida 33483, organized and existing in accordance with the laws of the State of
Florida, hereinafter "the Town"; and Liquidity Services Operations, LLC, a Delaware Limited
Liability Company authorized to do business in the State of Florida, whose address is 6931
Arlington Road, Suite 200, Bethesda, MD 20814 and whose federal tax identification number is
52-2293687, hereinafter "the Contractor", and collectively with the Town, "the Parties".
WITNESSETH
The Town and the Contractor, in consideration of the mutual covenants contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by both Parties, hereby agree as follows:
1. SCOPE OF SERVICES: The Parties hereby agree to enter into this Agreement
whereby the Contractor shall provide online auction and live auction services. The Parties agree
to enter into this Agreement and piggyback for the Contractor's provision of online auction and
live auction services at the prices contained in Lee County's "Agreement for Online Auction/ Live
Auction Services" contract awarded through RFP No. RFP220083ACN (the "Lee County
Contract"). Said Contract, including its terms, conditions, specifications, and attached Exhibits,
are hereby fully incorporated into this Agreement and attached hereto as Exhibit "A". The
Contractor's Authorization to piggyback on the contract and amendments is hereby fully
incorporated into this Agreement and attached hereto as Exhibit "B".
2. COMPENSATION: In consideration for the above Scope of Services, pricing
shall be pursuant to the prices provided in Exhibit "A". The Parties hereby agree to the Town's
purchase of supplies and/or services in greater or lesser amounts than estimated in the Lee County
Contract.
3. TERM; TERMINATION; NOTICE: Pursuant to the Lee County Contract, the
contract term will expire on May 29, 2025, with an option to renew for one additional term not to
exceed three (3) years. This Agreement may be terminated by either party upon thirty (30) days
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written notice to the other party. Notice shall be considered sufficient when sent by certified mail
or hand delivered to the Parties during regular business hours at the following addresses:
Town
Contractor
Town of Gulf Stream
Liquidity Services Operations, LLC
100 Sea Road
100 Capitol Commerce Blvd., Ste 110
Gulf Stream, FL 33467
Montgomery, AL 36117
Attn: Gregory Dunham,
Attn: Blake Jackson
Town Manager
Business Development Manager
4. INSURANCE: The Contractor shall provide proof of workman's compensation
insurance and liability insurance in such amounts as are specified in Exhibit "A" and shall name
the Town as an "additional insured" on the liability portion of the insurance policy.
5. INDEMNIFICATION: The Contractor shall at all times indemnify, defend and
hold harmless the Town, its agents, servants, and employees, from and against any claim, demand
or cause of action of whatsoever kind or nature, arising out of error, omission, negligent act,
conduct, or misconduct of the Contractor, its agents, servants, or employees in the performance of
services under this Agreement. Nothing contained in this provision shall be construed or
interpreted as consent by the Town to be sued, nor as a waiver of sovereign immunity beyond the
waiver provided in Section 768.28, Florida Statutes.
6. PUBLIC ENTITIES CRIMES ACT: As provided in Sections 287.132-133,
Florida Statutes, by entering into this Agreement or performing any work in furtherance hereof,
the Contractor certifies that it, its affiliates, suppliers, subcontractors and consultants who will
perform hereunder, have not been placed on the convicted vendor list maintained by the State of
Florida Department of Management Services within thirty-six (36) months immediately preceding
the date hereof. This notice is required by Section 287.133(3)(a), Florida Statutes.
7. INDEPENDENT CONTRACTOR: It is specifically understood that the
Contractor is an independent contractor and not an employee of the Town. Both the Town and the
Contractor agrees that this Agreement is not a contract for employment and that no relationship of
employee —employer or principal —agent is or shall be created hereby, nor shall hereafter exist by
reason of the performance of the services herein provided.
8. INSPECTOR GENERAL: Pursuant to Sections 2-421-2-432 of the Palm Beach
County Code of Ordinances, the Office of the Inspector General has jurisdiction to investigate
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municipal matters, review and audit municipal contracts and other transactions, and make reports
and recommendations to municipal governing bodies based on such audits, reviews, or
investigations. All parties doing business with the Town shall fully cooperate with the inspector
general in the exercise of the inspector general's functions, authority, and power. The inspector
general has the power to take sworn statements, require the production of records, and to audit,
monitor, investigate and inspect the activities of the Town, as well as contractors and lobbyists of
the Town in order to detect, deter, prevent, and eradicate fraud, waste, mismanagement,
misconduct, and abuses.
9. E-VERIFY ELIGIBILITY: The Contractor warrants and represents that it is in
compliance with Section 448.095, Florida Statutes, as may be amended. No later than January 1,
2021, the Contractor shall: (1) register with and use the E-Verify System (E-Verify.gov) to
electronically verify the employment eligibility of all newly hired workers; and (2) verify that all
of the Contractor's subconsultants performing the duties and obligations of this Agreement are
registered with and use the E-Verify System to electronically verify the employment eligibility of
all newly hired workers. The Contractor shall obtain from each of its subconsultants an affidavit
stating that the subconsultant does not employ, contract with, or subcontract with an Unauthorized
Alien, as that term is defined in Section 448.095(l)(k), Florida Statutes, as may be amended. The
Contractor shall maintain a copy of any such affidavit from a subconsultant for, at a minimum, the
duration of the subcontract and any extension thereof. This provision shall not supersede any
provision of this Agreement which requires a longer retention period. The Town shall terminate
this Agreement if it has a good faith belief that the Contractor has knowingly violated Section
448.09(1), Florida Statutes, as may be amended. If the Contractor has a good faith belief that the
Contractor's subconsultant has knowingly violated Section 448.09(1), Florida Statutes, as may be
amended, the Town shall notify the Contractor to terminate its contract with the subconsultant and
the Contractor shall immediately terminate its contract with the subconsultant. In the event of such
contract termination, the Contractor shall be liable for any additional costs incurred by the Town
as a result of the termination.
10. SCRUTINIZED COMPANIES: For Contracts under $1M, the Contractor
certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to
Section 215.4725, Florida Statutes, and that it is not engaged in a boycott of Israel. The Town
may terminate this Agreement at the Town's option if the Contractor is found to have submitted a
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false certification as provided under Section 287.135(5), Florida Statutes, if the Contractor has
been placed on the Scrutinized Companies that Boycott Israel List created pursuant to Section
215.4725, Florida Statutes, or if Contractor is engaged in a boycott of Israel. For Contracts over
$1 M, the Contractor certifies that it is not on the Scrutinized Companies with Activities in Sudan
List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or the
Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida
Statutes. The Contractor further certifies that it is not engaged in a boycott of Israel, and that it
does not have business operations in Cuba or Syria, as similarly provided in Section 287.135,
Florida Statutes. The Town may terminate this Agreement at the Town's option if the Contractor
is found to have submitted a false certification as provided under Section 287.135(5), Florida
Statutes or if the Contractor has been placed on one of the aforementioned lists created pursuant
to Section 215.4725, Florida Statutes. Additionally, the Town may terminate this Agreement at
the Town's option if the Contractor is engaged in a boycott of Israel or has been engaged in
business operations in Cuba or Syria, as defined in Section 287.135, Florida Statutes.
11. ATTORNEY'S FEES: In the event a dispute arises concerning this Agreement,
the prevailing party shall be awarded attorney's fees, including fees on appeal.
12. FORCE MAJEURE: The Contractor shall not be considered in default by reason
of any failure in performance under this Agreement if such failure arises out of causes reasonably
beyond the control of the Contractor or its subcontractors and without their fault or negligence.
Such causes include, but are not limited to: acts of God; acts of war; natural or public health
emergencies; labor disputes; freight embargoes; and abnormally severe and unusual weather
conditions.
13. CHOICE OF LAW; VENUE: This Agreement shall be governed and construed
in accordance with the laws of the State of Florida, and venue shall be in Palm Beach County
should any dispute arise with regard to this Agreement.
14. AMENDMENTS & ASSIGNMENTS: This Agreement, all Exhibits attached
hereto, and required insurance certificates constitute the entire Agreement between both parties;
no modifications shall be made to this Agreement unless in writing, agreed to by both parties, and
attached hereto as an addendum to this Agreement. The Contractor shall not transfer or assign the
provision of services called for in this Agreement without prior written consent of the Town.
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15. PUBLIC RECORDS: In accordance with Section 119.0701, Florida Statutes, the
Contractor must keep and maintain this Agreement and any other records associated therewith and
that are associated with the performance of the work described in the Scope of Services. Upon
request from the Town's custodian of public records, the Contractor must provide the Town with
copies of requested records, or allow such records to be inspected or copied, within a reasonable
time in accordance with access and cost requirements of Chapter 119, Florida Statutes. A
Contractor who fails to provide the public records to the Town, or fails to make them available for
inspection or copying, within a reasonable time may be subject to attorney's fees and costs
pursuant to Section 119.0701, Florida Statutes, and other penalties under Section 119.10, Florida
Statutes. Further, the Contractor shall ensure that any exempt or confidential records associated
with this Agreement or associated with the performance of the work described in Scope of Services
are not disclosed except as authorized by law for the duration of the Agreement term, and following
completion of the Agreement if the Contractor does not transfer the records to the Town. Finally,
upon completion of the Agreement, the Contractor shall transfer, at no cost to the Town, all public
records in possession of the Contractor, or keep and maintain public records required by the Town.
If the Contractor transfers all public records to the Town upon completion of the Agreement, the
Contractor shall destroy any duplicate public records that are exempt or confidential and exempt
from public records disclosure requirements. If the Contractor keeps and maintains public records
upon completion of the Agreement, the Contractor shall meet all applicable requirements for
retaining public records. Records that are stored electronically must be provided to the Town, upon
request from the Town's custodian of public records, in a format that is compatible with the
Town's information technology systems.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING
TO THIS AGREEMENT, PLEASE CONTACT THE TOWN CLERK,
RECORDS CUSTODIAN FOR THE TOWN, AT (561) 276-5116, OR AT
rbasel@gulf-stream.org, OR AT 100 SEA ROAD, GULF STREAM, FLORIDA
33467.
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16. HEADINGS: The headings contained in this Agreement are provided for
convenience only and shall not be considered in construing, interpreting or enforcing this
Agreement.
17. SEVERABILITY: The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability or any other provision of this
Agreement and this Agreement shall be construed and enforced in all respects as if the invalid
or unenforceable provision is not contained herein.
18. WAIVER: No waiver by the Town of any provision of this Agreement shall be
deemed to be a waiver of any other provisions hereof or of any subsequent breach by the
Contractor of the same, or any other provision or the enforcement hereof. The Town's consent
to or approval of any act requiring the Town's consent or approval of any act by the Contractor
shall not be deemed to render unnecessary the obtaining of the Town's consent to or approval
of any subsequent consent or approval of, whether or not similar to the act so consented or
approved.
19. ENTIRE AGREEMENT: This seven (7) page Agreement, including any
Exhibits, constitutes the entire agreement between the parties; no modification shall be made to
this Agreement unless such modification is in writing, agreed to by both parties and attached hereto
as an addendum to this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date and year first above written.
WITNESSES:
Liquidity Services Operations, LLC
Do//cu�Sig��ned by: 1 LANc6d
DocuSigned by:'IA-Lk—. �It.O�-t.tAc>a. P�W
Alicia Andrews Supervisor, Proposal Team By: is ae rice
Its: Vice President, Revenue
FyyDocC4uSigned by:
0 (Corporate Seal)
Kelsy Hill Proposal Writer II
ATTEST:
TOWN OF GULF STREAM
By: S , Morga , May
(Seal)
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