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GovDeals
Sellers Agreement
This Agreement is between GovDeals, Inc. ("GovDeals"), a Delaware corporation having its
principal place of business at 5907 Carmichael Place, Montgomery, Alabama, 36117 and the
City of Augusta consolidated county and city government ("Client"), having its principal place
of business at 530 Greene Street - Room 801 - Augusta, Georgia 30911
1.0 Descriotion 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, GovDeals is not a party to the actual sale and has no control over the listed
information or the ability of the buyer and seller to complete the transaction.
2.0 GovDeals Resoonsibilities: In addition to the operation of an Internet auction server,
GovDeals will provide the Client with the following services during the term of the
Agreement:
2.1 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:
2.1.1 Accept descriptive information concerning an asset;
2.1.2 Allow different auction phases based upon dates and times to be specified;
2.1.3 Permit the assignment of certain buyer restrictions during each auction phase;
and
2.1.4 Facilitate requests for credits regarding transactions that were not completed.
2.2 Training and support services to implement the GovDeals service, which will
include:
2.2.1 Familiarization with the nature and operation of the GovDeals Auction
Server;
2.2.2 Guidance in the initial entry of assets;
2.2.3 Procedures for taking and posting pictures of assets; and
2.2.4 Assistance in the development of an implementation plan and schedule.
At GovDeals option, training and support services will be provided either on-site or
via telephone and the Internet.
2.3 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, Monday through Friday, except announced
holidays.
2.4 Marketing of the on-line auction service to promote use of the site by potential
buyers.
3.0 Client Resoonsibilities: To promote a successful operation and increase the benefits from
using GovDeals auction capabilities, the Client agrees to:
3.1 Provide on-site support and resources required to access the GovDeals Auction
Server via the Internet;
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3.2 Make sufficient personnel related to surplus property disposal available for training,
implementation, and initial data entry;
3.3 Cooperate with marketing campaigns, including providing a mailing list of prior
auction customers, if available; and
3.4 Utilize GovDeals Auction Server and on-line auction capabilities during the term of
this Agreement by:
3.4.1 Listing assets for sale on the GovDeals auction service;
3.4.2 Completing sales transactions for assets sold via this service;
3.4.3 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
3.4.4 Not engaging, directly or indirectly, in any activities intended to manipulate
or interfere with the bidding process.
4.0 Fees: For any item that is sold as a result of posting it to the GovDeals web site, the
following fees apply:
4.1 Where a single auction item does not yield greater than $100,000 in a winning bid,
Client agrees to pay GovDeals a fee of seven and one-half percent (7.5%) of the
winning bid, but not less than $5.00.
4.2 Where a single auction item yields greater than $100,000, but does not yield greater
than $500,000 in a winning bid, Client agrees to pay GovDeals a fee of seven and
one-half percent (7.5%) of the winning bid up to $100,000 plus five and one-half
percent (5.5%) ofthe winning bid that is in excess of $100,000 up to $500,000.
4.3 Where a single auction item yields greater than $500,000 in a winning bid, Client
agrees to pay GovDeals a fee of seven and one-half percent (7.5%) of $100,000 of
the winning bid, plus a fee of five and one-half percent (5.5%) of $400,000 of the
winning bid, plus a fee of three and one-half percent (3.5%) of the amount in excess
of $500,000 of the winning bid.
4.4 On occasion, and apart from initial training, the Client may request GovDeals to
supply on-site assistance to quickly move large amounts of items that have
accumulated over a period of time. For this service GovDeals will charge an
additional 7.5% fee or a total fee of 15%. For this additional fee GovDeals will go to
the Client's site and record asset descriptions, take pictures, load assets to the auction
site, and set auction dates. Assets must be arranged in such a manner as to allow
GovDeals personnel access to the assets for recording descriptions and taking
pictures. If assets are not arranged in the proper manner, the Client will provide
personnel to assist the GovDeals representatives in arranging the assets for proper
presentation. The additional 7.5% fee does not apply to assets used in the initial
training and will not apply when the Client processes its own assets.
5.0 Financial Settlement Services:
5.1 Client may elect to have GovDeals collect Auction Proceeds from the winning
Bidder and may also elect for GovDeals to withhold the GovDeals Auction Fees
from the Client's Auction Proceeds prior to remitting Auction Proceeds to the Client.
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5.2 By signing and approving the attached Addendum Number One (1) GovDeals will
collect Client's Auction Proceeds from the winning Bidders and also withhold the
GovDeals Auction Fees prior to remitting Auction Proceeds to the Client.
If the Client elects only for GovDeals to collect the Auction Proceeds but does not
approve for GovDeals to deduct its Auction fees from the Auction Proceeds, the
Client must also sign on the second signature line of Addendum Number One (1).
6.0 Payment:
6.1 GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit
payment to GovDeals within thirty (30) calendar days from date of invoice, 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. The fees for said
transaction shall be credited to the Client during the next invoice period.
7.0 Term of Ae:reement: This Agreement shall commence on the date it is signed by the
second party to do so and shall terminate absolutely and without further obligation on the
part of the Participants at the close of the calendar year in which it is executed and at the
close of each succeeding calendar year for which it may be renewed. This contract shall be
automatically renewed for a one-year term each January 1 unless the Participants provides
written notice of its intent not to renew the contract no later than 30 days prior to the end of
the calendar year. Any charges owed either party prior to terminating the agreement will
remain payable.
8.0 Rie:ht to SeD 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 are model Online Sales - Terms
and Conditions for use by client. At any time during the term of this Agreement, Client
may modify the Terms and Conditions. Said substitution 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 Securitv:
10.1 Client agrees that GovDeals is 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 GovDeals a non-exclusive, non-transferable, irrevocable, and royalty-
free right to exercise any copyright or publicity rights Client may have in the
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information it posts to the GovDeals server(s). GovDeals agrees 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 GovDeals Auction Server by using software and
applications that GovDeals provides or specifically approves in writing.
12.0 Proorietarv InteDectual Prooertv Exclusivitv and Confidentialitv: 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
GovDeals or at the option of GovDeals destroy, all documentation/information regarding
the System.
13.0 Warrantv Disclaimer: GovDeals does 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. GovDeals, its 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 Governance: This Agreement will be governed, interpreted, construed and enforced in
accordance with the laws of the State of Georgia.
15.0 Counteroarts: This Agreement may be executed in two or more counterparts, each of
which after execution and delivery shall be deemed an original, but all of which shall
constitute one and the same instrument.
16.0 Non-Exclusive Enl!ae:ement: This Agreement is not exclusive. The Client may utilize
other disposal approaches, including traditional auctioneer services and sealed bids in
addition to GovDeals services. However, it is understood and agreed that the Client will
not simultaneously utilize other disposal approaches and GovDeals while an asset is listed
on a GovDeals auction.
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17.0 Entire Ae:reement: This Agreement represents the entire understanding between the
parties with respect to its subject matter.
Gov Deals Sellers Agreement - V 6 - 0309
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THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO.
GO~WS: M
BY:~.~
By:
Frederick L. Russell
Name: Robert L. DeBardelaben
Title: President
Title:
Administrator
Date:
~oct
Date:
/o/z%9
r ..
Sellers Agreement Mailing
Address and Contact :
Attention: Sales Support
5907 Carmichael Place
Montgomery, AL 36117
Fax Number: (334) 387-0519
salessupport@govdeals.com
Primary Contact Person:
Name: Ron Crowden
Title: Fleet Manager
Telephone Number: (706) 821-2892
Fax Number: (706) 821-2893
e-mail: rcrowden@augustaga.gov
Primary Contact Person:
(Contract development)
Name: Taylor Wilkins
Title: Sales Representative Southeast Region
Telephone Number: (251) 751-9357
Fax Number: (334) 387-0519
e-mail: twilkins@govdeals.com
GovDeals Sellers Agreement - V6 - 0309
Copyright 2001, GovDeals, Inc.
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