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HomeMy WebLinkAboutC2022-078 - Sierra Auction Management1 Contract No. 2022-078 COOPERATIVE PURCHASING AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SIERRA AUCTION MANAGEMENT, INC. THIS COOPERATIVE PURCHASING AGREEMENT (this “Agreement”) is entered into as of April 15, 2022 between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”), and Sierra Auction Management, Inc., a(n) Arizona corporation (the “Contractor”). RECITALS A. After a competitive procurement process (Solicitation #2019205), the City of Mesa (“City”) entered into Contract No. 2019205, dated October 22, 2019, (the “City Contract”) for the Contractor to provide Auctioneering Services. A copy of the City Contract is incorporated herein by reference, to the extent not inconsistent with this Agreement. B. The Town is permitted, pursuant to Section 3-3-27 of the Town Code, to make purchases under the City Contract, at its discretion and with the agreement of the awarded Contractor, and the City Contract permits its cooperative use by other public entities, including the Town. C. The Town and the Contractor desire to enter into this Agreement for the purpose of (i) acknowledging their cooperative contractual relationship under the City Contract and this Agreement, (ii) establishing the terms and conditions by which the Contractor may provide Auctioneering Services (the “Materials and Services”), and (iii) setting the maximum aggregate amount to be expended pursuant to this Agreement related to the Materials and Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which are incorporated herein by reference, the following mutual covenants and conditions, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Town and the Contractor hereby agree as follows: 1. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect until October 21, 2022 (the “Initial Term”), unless terminated as otherwise provided in this Agreement or the City Contract. After the expiration of the Initial Term, this Agreement may be renewed for up to four successive one-year terms (the “Renewal Term”) if: (i) it is deemed in the best interests of the Town, subject to availability and appropriation of funds for renewal in each subsequent year, (ii) the term of the City Contract has not expired or has been extended, (iii) at least 30 days prior to the end of the then-current term of this Agreement, the Contractor requests, in writing, to extend this Agreement for an additional one-year term and (iv) the Town approves the additional one-year term in writing (including any price adjustments approved as part of the City Contract), as evidenced by the Town Manager’s 2 signature thereon, which approval may be withheld by the Town for any reason. The Contractor’s failure to seek a renewal of this Agreement shall cause this Agreement to terminate at the end of the then-current term of this Agreement; provided, however, that the Town may, at its discretion and with the agreement of the Contractor, elect to waive this requirement and renew this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to herein as the “Term.” Upon renewal, the terms and conditions of this Agreement shall remain in full force and effect. 2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement for Materials and Services under the terms and conditions of the City Contract. The Town does not guarantee that any minimum or maximum number of purchases will be made pursuant to this Agreement. Purchases will only be made when the Town identifies a need and proper authorization and documentation have been approved. For purchase(s) determined by the Town to be appropriate for this Agreement, the Contractor shall provide the Materials and Services to the Town in such quantities and configurations agreed upon between the parties, in a written invoice, quote, work order or other form of written agreement describing the work to be completed (each, a “Work Order”). Each Work Order approved and accepted by the parties pursuant to this Agreement shall (i) contain a reference to this Agreement and the City Contract and (ii) be attached hereto as Exhibit A and incorporated herein by reference. Work Orders submitted without referencing this Agreement and the City Contract will be subject to rejection. 2.1 Inspection; Acceptance. All Materials and Services are subject to final inspection and acceptance by the Town. Materials failing to conform to the requirements of this Agreement and/or the City Contract will be held at Contractor’s risk and may be returned to the Contractor. If so returned, all costs are the responsibility of the Contractor. Upon discovery of a non-conforming Materials or Services, the Town may elect to do any or all of the following by written notice to the Contractor: (i) waive the non-conformance; (ii) stop the work immediately; or (iii) bring the Materials or Services into compliance and withhold the cost of same from any payments due to the Contractor. 2.2 Cancellation. The Town reserves the right to cancel Work Orders within a reasonable period of time after issuance. Should a Work Order be canceled, the Town agrees to reimburse the Contractor, but only for actual and documentable costs incurred by the Contractor due to and after issuance of the Work Order. The Town will not reimburse the Contractor for any costs incurred after receipt of Town notice of cancellation, or for lost profits, shipment of product prior to issuance of Work Order or for anything not expressly permitted pursuant to this Agreement. 3. Compensation. The Town shall pay Contractor an amount of the revenue generated by sales according to EXHIBIT B. 4. Payments. The Town shall pay the Contractor monthly (and the Contractor shall invoice monthly), based upon acceptance and delivery of Materials and/or Services performed and completed to date, and upon submission and approval of invoices. Each invoice shall (i) contain a reference to this Agreement and the City Contract and (ii) document and itemize all work completed to date. The invoice statement shall include a record of materials delivered, time expended, and work performed in sufficient detail to justify payment. Additionally, invoices submitted without referencing this Agreement and the City Contract will be subject to rejection 3 and may be returned. 5. Records and Audit Rights. To ensure that the Contractor and its subcontractors are complying with the warranty under Section 6 below, Contractor’s and its subcontractors’ books, records, correspondence, accounting procedures and practices, and any other supporting evidence relating to this Agreement, including the papers of any Contractor and its subcontractors’ employees who perform any work or services pursuant to this Agreement (all of the foregoing hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or reproduction during normal working hours by the Town, to the extent necessary to adequately permit evaluation of the Contractor’s and its subcontractors’ compliance with the Arizona employer sanctions laws referenced in Section 6 below. To the extent necessary for the Town to audit Records as set forth in this Section, Contractor and its subcontractors hereby waive any rights to keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed costs or units expended, the Town shall have access to said Records, even if located at its subcontractors’ facilities, from the effective date of this Agreement for the duration of the work and until three years after the date of final payment by the Town to Contractor pursuant to this Agreement. Contractor and its subcontractors shall provide the Town with adequate and appropriate workspace so that the Town can conduct audits in compliance with the provisions of this Section. The Town shall give Contractor or its subcontractors reasonable advance notice of intended audits. Contractor shall require its subcontractors to comply with the provisions of this Section by insertion of the requirements hereof in any subcontract pursuant to this Agreement. 6. E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractors’ failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the Town. 7. Israel. Contractor certifies that it is not currently engaged in and agrees for the duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ. REV. STAT. § 35-393, of Israel. 8. Conflict of Interest. This Agreement may be canceled by the Town pursuant to ARIZ. REV. STAT. § 38-511. 9. Applicable Law; Venue. This Agreement shall be governed by the laws of the State of Arizona and a suit pertaining to this Agreement may be brought only in courts in Maricopa County, Arizona. 10. Agreement Subject to Appropriation. The Town is obligated only to pay its obligations set forth in this Agreement as may lawfully be made from funds appropriated and budgeted for that purpose during the Town’s then current fiscal year. The Town’s obligations under this Agreement are current expenses subject to the “budget law” and the unfettered legislative discretion of the Town concerning budgeted purposes and appropriation of funds. Should the Town elect not to appropriate and budget funds to pay its Agreement obligations, this Agreement shall be deemed terminated at the end of the then-current fiscal year term for which such funds were appropriated and budgeted for such purpose and the Town shall be relieved of 4 any subsequent obligation under this Agreement. The parties agree that the Town has no obligation or duty of good faith to budget or appropriate the payment of the Town’s obligations set forth in this Agreement in any budget in any fiscal year other than the fiscal year in which this Agreement is executed and delivered. The Town shall be the sole judge and authority in determining the availability of funds for its obligations under this Agreement. The Town shall keep Contractor informed as to the availability of funds for this Agreement. The obligation of the Town to make any payment pursuant to this Agreement is not a general obligation or indebtedness of the Town. Contractor hereby waives any and all rights to bring any claim against the Town from or relating in any way to the Town’s termination of this Agreement pursuant to this section. 11. Conflicting Terms. In the event of any inconsistency, conflict or ambiguity among the terms of this Agreement, any Town -approved work orders, the City Contract, and invoices, the documents shall govern in the order listed herein. Notwithstanding the foregoing, and in conformity with Section 2 above, unauthorized exceptions, conditions, limitations or provisions in conflict with the terms of this Agreement or the City Contract (collectively, the “Unauthorized Conditions”), other than the Town’s project-specific requirements, are expressly declared void and shall be of no force and effect. Acceptance by the Town of any work order or invoice containing any such Unauthorized Conditions or failure to demand full compliance with the terms and conditions set forth in this Agreement or under the City Contract shall not alter such terms and conditions or relieve Contractor from, nor be construed or deemed a waiver of, its requirements and obligations in the performance of this Agreement. 12. Rights and Privileges. To the extent provided under the City Contract, the Town shall be afforded all of the rights and privileges afforded to City and shall be “City” (as defined in the City Contract) for the purposes of the portions of the City Contract that are incorporated herein by reference. 13. Indemnification; Insurance. In addition to and in no way limiting the provisions set forth in Section 12 above, the Town shall be afforded all of the insurance coverage and indemnifications afforded to City to the extent provided under the City Contract, and such insurance coverage and indemnifications shall inure and apply with equal effect to the Town under this Agreement including, but not limited to, the Contractor’s obligation to provide the indemnification and insurance. In any event, the Contractor shall indemnify, defend and hold harmless the Town and each council member, officer, employee or agent thereof (the Town and any such person being herein called an “Indemnified Party”), for, from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to which any such Indemnified Party may become subject, under any theory of liability whatsoever (“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions, in connection with the work or services of the Contractor, its officers, employees, agents, or any tier of subcontractor in the performance of this Agreement. 14. Notices and Requests. Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered to the party at the address set forth below, (ii) deposited in the U.S. Mail, registered or certified, return receipt requested, to the address set forth below or (iii) given to a recognized and reputable overnight delivery service, to the address set forth below: 5 If to the Town: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Grady E. Miller, Town Manager With copy to: Town of Fountain Hills 16705 East Avenue of the Fountains Fountain Hills, Arizona 85268 Attn: Aaron D. Arnson, Town Attorney If to Contractor: Sierra Auction Management, Inc. 3570 Grand Ave. Phoenix, Arizona 85019 Attn: Mark Feuerer or at such other address, and to the attention of such other person or officer, as any party may designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed received: (i) when delivered to the party, (ii) three business days after being placed in the U.S. Mail, properly addressed, with sufficient postage or (iii) the following business day after being given to a recognized overnight delivery service, with the person giving the notice paying all required charges and instructing the delivery service to deliver on the following business day. If a copy of a notice is also given to a party’s counsel or other recipient, the provisions above governing the date on which a notice is deemed to have been received by a party shall mean and refer to the date on which the party, and not its counsel or other recipient to which a copy of the notice may be sent, is deemed to have received the notice. [SIGNATURES APPEAR ON FOLLOWING PAGES] IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first set forth above. “Town” TOWN OF FOUNTAIN HILLS, an Arizona municipal corporation Grady E. Miller, Town Manager ATTEST: Elizabeth A. Klein, Town Clerk APPROVED AS TO FORM: Aaron D. Arnson, Town Attorney [SIGNATURES CONTINUE ON FOLLOWING PAGES] Elizabeth Klein (Apr 5, 2022 09:15 PDT) “Contractor” ____________________________________, By: Name: Title: Sierra Auction Management, Inc., a(n) Arizona corporation Owner Mark Feuerer EXHIBIT A TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SIERRA AUCTION MANAGEMENT, INC. [City Contract] See following pages. 2019205 Agreement – Sierra Auction Page 1 of 64 AGREEMENT PURSUANT TO SOLICITATION CITY OF MESA AGREEMENT NUMBER 2019205 AUCTIONEERING SERVICES CITY OF MESA, Arizona (“City”) Department Name City of Mesa – Purchasing Division Mailing Address P.O. Box 1466 Mesa, AZ 85211-1466 Delivery Address 20 East Main St, Suite 400 Mesa, AZ 85201 Attention Kristy Garcia, CPPO, CPPB Procurement Supervisor E-Mail Kristy.Garcia@MesaAZ.gov Telephone (480) 644-5052 Facsimile (480) 644-2655 With a copy to: City of Mesa – Business Services Department Attn: Doug Fugate, Mail, Print, and Materials Administrator P.O. Box 1466 Mesa, AZ 85211-1466 Doug.Fugate@MesaAZ.gov AND SIERRA AUCTION MANAGEMENT, INC., (“Contractor”) Mailing Address 3570 Grand Ave. Phoenix, AZ 85019 Remit to Address 3570 Grand Ave. Phoenix, AZ 85019 Attention Mark Feuerer, Owner/President E-Mail Mark.feuerer@sierraauction.com Telephone (480) 339-9799 Facsimile (602) 246-1903 I- I- I- ~ mesa •az l ------ I- I- I- I- 2019205 Agreement – Sierra Auction Page 2 of 64 City OF MESA AGREEMENT PURSUANT TO SOLICITATION This Agreement pursuant to solicitation (“Agreement”) is entered into this 22nd day of October 2019, by and between the City of Mesa, Arizona, an Arizona municipal corporation (“City”), and Sierra Auction Management, Inc., an Arizona corporation (“Contractor”). The City and Contractor are each a “Party” to the Agreement or together are “Parties” to the Agreement. RECITALS A. The City issued solicitation number 2019205 (“Solicitation”) for AUCTIONEERING SERVICES, to which Contractor provided a response (“Response”); and B. The City Selected Contractor’s Response as being in the best interest of the City and wishes to engage Contractor in providing the services/materials described in the Solicitation and Response. In consideration of the reciprocal promises contained in the Agreement, and for other valuable and good consideration, which the Parties acknowledge the receipt and sufficiency of, the Parties agree to the following Terms & Conditions. TERMS & CONDITIONS 1. Term. This Agreement is for a term beginning on October 22, 2019 and ending on October 21, 2022. The use of the word “Term” in the Agreement includes the aforementioned period as well as any applicable extensions or renewals in accordance with this Section 1. 1.1 Renewals. On the mutual written agreement of the Parties, the Term may be renewed up to a maximum of two (2) years. Any renewal(s) will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then-current term. 1.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement, including any renewals permitted herein, at the City’s sole discretion this Agreement may be extended on a month-to-month basis for a maximum of six (6) months to allow for the City’s procurement processes in the selection of a vendor to provide the services/materials provided under this Agreement. The City will notify the Contractor in writing of its intent to extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any extension under this Subsection 1.2 will be a continuation of the same terms and conditions as in effect immediately prior to the expiration of the then- current term. 2. Scope of Work. The Contractor will provide the necessary staff, services and associated resources to provide the City with the services, materials, and obligations attached to this Agreement as Exhibit A (“Scope of Work”) Contractor will be responsible for all costs and expenses incurred by Contractor that are incident to the performance of the Scope of Work unless otherwise stated in Exhibit A. Contractor will supply all equipment and instrumentalities necessary to perform the Scope of Work. If set forth in Exhibit A, the City will provide Contractor’s personnel with adequate workspace and such other related facilities as may be required by Contractor to carry out the Scope of Work. The Agreement is based on the Solicitation and Response which are hereby incorporated by reference into the Agreement as if written out and included herein. In addition to the requirements specifically set forth in the Scope of Work, the Parties acknowledge and agree that the Contractor shall perform in accordance with all terms, conditions, specifications and other requirements set forth within the Solicitation and Response unless modified herein. 3. Orders. Orders be placed with the Contractor by either a: (i) Purchase Order when for a one-time purchase; (ii) Notice to Proceed, or (iii) Delivery Order off of a Master Agreement for Requirement 2019205 Agreement – Sierra Auction Page 3 of 64 Contract where multiple as-needed orders will be placed with the Contractor. The City may use the Internet to communicate with Contractor and to place orders as permitted under this Agreement. 4. Document Order of Precedence. In the event of any inconsistency between the terms of the body of the Agreement, the Exhibits, the Solicitation, and Response, the language of the documents will control in the following order. a. Agreement b. Exhibits 1. Mesa Standard Terms & Conditions 2. Scope of Work 3. Other Exhibits not listed above c. Solicitation including any addenda d. Contractor Response 5. Payment. 5.1 General. Subject to the provisions of the Agreement, the City will pay Contractor the sum(s) described in Exhibit C (“Pricing”) in consideration of Contractor’s performance of the Scope of Work during the Term. 5.2 Prices. All pricing shall be firm for the Term and all extensions or renewals of the Term except where otherwise provided in this Agreement and include all costs of the Contractor providing the materials/service including transportation, insurance and warranty costs. No fuel surcharges will be accepted unless allowed in this Agreement. The City shall not be invoiced at prices higher than those stated in the Agreement. The Contractor further agrees that any reductions in the price of the materials or services covered by this Agreement will apply to the undelivered balance. The Contractor shall promptly notify the City of such price reductions. No price modifications will be accepted without proper request by the Contractor and response by the City’s Purchasing Division. 5.3 Price Adjustment. Any requests for reasonable price adjustments must be submitted in accordance with this Section 5.3. Requests for adjustment in cost of labor and/or materials must be supported by appropriate documentation. There is no guarantee the City will accept a price adjustment therefore Contractor should be prepared for the Pricing to be firm over the Term of the Agreement. The City is only willing to entertain price adjustments based on an increase to Contractor’s actual expenses or other reasonable adjustment in providing the services/materials under the Agreement. If the City agrees to the adjusted price terms, the City shall issue written approval of the change. During the sixty (60) day period prior to Contract expiration date of the Agreement, the Contractor may submit a written request to the City to allow an increase to the prices in an amount not to exceed the twelve (12) month change in the Consumer Price Index for All Urban Consumers (CPI-U), US City Average, All Items, Not Seasonally Adjusted as published by the U.S. Department of Labor, Bureau of Labor Statistics (http://www.bls.gov/cpi/home.htm). The City shall review the request for adjustment and respond in writing; such response and approval shall not be unreasonably withheld. 5.4 Renewal and Extension Pricing. Any extension of the Agreement will be at the same pricing as the initial Term. If the Agreement is renewed in accordance with Section 1, pricing may be adjusted for amounts other than inflation that represent actual costs to the Contractor based on the mutual agreement of the parties. The Contractor may submit a request for a price adjustment along with appropriate supporting documentation 2019205 Agreement – Sierra Auction Page 4 of 64 demonstrating the cost to the Contractor. Renewal prices shall be firm for the term of the renewal period and may be adjusted thereafter as outlined in the previous section. There is no guarantee the City will accept a price adjustment. 5.5 Invoices. Payment will be made to Contractor following the City’s receipt of a properly completed invoice. No terms set forth in any invoice, purchase order or similar document issued by Contractor will be deemed accepted by the City; the terms of the contractual relationship between the Parties are as set forth in this Agreement. Any issues regarding billing or invoicing must be directed to the City Department/Division requesting the service or material from the Contractor. A properly completed invoice should contain, at a minimum, all of the following: a. Contractor name, address, and contact information; b. City billing information; c. City contract number as listed on the first page of the Agreement; d. Invoice number and date; e. Payment terms; f. Date of service or delivery; g. Description of materials or services provided; h. If materials provided, the quantity delivered and pricing of each unit; i. Applicable Taxes j. Total amount due. 5.6 Payment of Funds. Contractor acknowledges the City may, at its option and where available use a Procurement Card/e-Payables to make payment for orders under the Agreement. Otherwise; payment will be through a traditional method of a check or Electronic Funds Transfer (EFT) as available. 5.7 Disallowed Costs, Overpayment. If at any time the City determines that a cost for which payment was made to Contractor is a disallowed cost, such as an overpayment or a charge for materials/service not in accordance with the Agreement, the City will notify Contractor in writing of the disallowance; such notice will state the means of correction which may be, but is not limited to, adjustment of any future claim/invoice submitted by Contractor in the amount of the disallowance, or to require repayment of the disallowed amount by Contractor. Contractor will be provided with the opportunity to respond to the notice. 6. Insurance. 6.1 Contractor must obtain and maintain at its expense throughout the term of Contractor’s agreement, at a minimum, the types and amounts of insurance set forth in this Section 6 from insurance companies authorized to do business in the State of Arizona; the insurance must cover the materials/service to be provided by Contractor under the Agreement. For any insurance required under the Agreement, Contractor will name the City of Mesa, its agents, representatives, officials, volunteers, officers, elected officials, and employees as additional insured, as evidenced by providing either an additional insured endorsement or proper insurance policy excerpts. 6.2 Nothing in this Section 6 limits Contractor’s responsibility to the City. The insurance requirements herein are minimum requirements for the Agreement and in no way limit any indemnity promise(s) contained in the Agreement. 6.3 The City does not warrant the minimum limits contained herein are sufficient to protect Contractor and subcontractor(s) from liabilities that might arise out of performance under the Agreement by Contractor, its agents, representatives, employees, or subcontractor(s). Contractor is encouraged to purchase additional insurance as Contractor determines may be necessary. 2019205 Agreement – Sierra Auction Page 5 of 64 6.4 Each insurance policy required under the Agreement must be in effect at or prior to the execution of the Agreement and remain in effect for the term of the Agreement. 6.5 Prior to the execution of the Agreement, Contractor will provide the City with a Certificate of Insurance (using an appropriate “ACORD” or equivalent certificate) signed by the issuer with applicable endorsements. The City reserves the right to request additional copies of any or all of the policies, endorsements, or notices relating thereto required under the Agreement. 6.6 When the City requires a Certificate of Insurance to be furnished, Contractor’s insurance is primary of all other sources available. When the City is a certificate holder and/or an additional insured, Contractor agrees no policy will expire, be canceled, or be materially changed to affect the coverage available without advance written notice to the City. 6.7 The policies required by the Agreement must contain a waiver of transfer rights of recovery (waiver of subrogation) against the City, its agents, representatives, officials, volunteers, officers, elected officials, and employees for any claims arising out of the work of Contractor. 6.8 All insurance certificates and applicable endorsements are subject to review and approval by the City’s Risk Management Division. 6.9 Types and Amounts of Insurance. Contractor must obtain and retain throughout the term of the Agreement, at a minimum, the following: 6.9.1 Worker’s compensation insurance in accordance with the provisions of Arizona law. If Contractor operates with no employees, Contractor must provide the City with written proof Contractor has no employees. If employees are hired during the course of this Agreement, Contractor must procure worker’s compensations in accordance with Arizona law. 6.9.2 The Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence/$2 million aggregate Commercial General Liability insurance, including Contractual Liability. For General Liability insurance, the City of Mesa, their agents, officials, volunteers, officers, elected officials or employees shall be named as additional insured, as evidenced by providing an additional insured endorsement. 6.9.3 Automobile liability, bodily injury and property damage with a limit of $1 million per occurrence including owned, hired and non-owned autos. 6.9.4 Professional Liability (Errors and Omissions Liability), the Contractor shall maintain at all times during the term of this contract, a minimum amount of $1 million per occurrence Professional Liability insurance. 7. Requirements Contract. Contractor acknowledges and agrees the Agreement is a requirements contract; the Agreement does not guarantee any purchases will be made (minimum or maximum). Orders will only be placed when the City identifies a need and issues a purchase order or a written notice to proceed. The City reserves the right to cancel purchase orders or a notice to proceed within a reasonable period of time of issuance; any such cancellation will be in writing. Should a purchase order or notice to proceed be canceled, the City agrees to reimburse Contractor for any actual and documented costs incurred by Contractor. The City will not reimburse Contractor for any avoidable costs incurred after receipt of cancellation including, but not limited to, lost profits, shipment of product, or performance of services. 2019205 Agreement – Sierra Auction Page 6 of 64 8. Notices. All notices to be given pursuant to the Agreement will be delivered to the Contractor as listed on Page 1 of this Agreement. Notice will be delivered pursuant to the requirements set forth the Mesa Standard Terms and Conditions that is attached to the Agreement as Exhibit C. 9. Representations of Contractor. To the best of Contractor’s knowledge, Contractor agrees that: a. Contractor has no obligations, legal or otherwise, inconsistent with the terms of the Agreement or with Contractor’s undertaking of the relationship with the City; b. Performance of the services called for by the Agreement do not and will not violate any applicable law, rule, regulation, or any proprietary or other right of any third party; c. Contractor will not use in the performance of Contractor’s responsibilities under the Agreement any proprietary information or trade secret of a former employer of its employees (other than City, if applicable); and d. Contractor has not entered into and will not enter into any agreement, whether oral or written, in conflict with the Agreement. 10. Mesa Standard Terms and Conditions. Exhibit D to the Agreement is the Mesa Standard Terms and Conditions as modified by the Parties, which are incorporated by reference into the Agreement as though fully set forth herein. In the event of any inconsistency between the terms of the Agreement and the Mesa Standard Terms and Conditions, the language of the Agreement will control. The Parties or a Party are referred to as a “party” or “parties” in the Mesa Standard Terms and Conditions. The Term is referred to as the “term” in the Mesa Standard Terms and Conditions. 11. Counterparts and Facsimile or Electronic Signatures. This Agreement may be executed in two (2) or more counterparts, each of which will be deemed an original and all of which, taken together, will constitute one agreement. A facsimile or other electronically delivered signature to the Agreement will be deemed an original and binding upon the Party against whom enforcement is sought. 12. Incorporation of Recitals and Exhibits. All Recitals and Exhibits to the Agreement are hereby incorporated by reference into the Agreement as if written out and included herein. In the event of any inconsistency between the terms of the body of the Agreement and the Exhibits, the language of the Agreement will control. Exhibits to this Agreement are the following: o (A) Scope of Work o (B) Questionnaire o (C) Pricing o (D) Mesa Standard Terms and Conditions 13. Attorneys’ Fees. The prevailing Party in any litigation arising out of the Agreement will be entitled to the recovery of its reasonable attorney’s fees, court costs, and other litigation related costs and fees from the other Party. 14. Additional Acts. The Parties agree to execute promptly such other documents and to perform such other acts as may be reasonably necessary to carry out the purpose and intent of the Agreement. 15. Headings. The headings of the Agreement are for reference only and will not limit or define the meaning of any provision of the Agreement. Digitally signed by Edward Quedens DN: cn=Edward Quedens, o=Ctiy of Mesa, Arizona, ou=Business Services, email=ed.quedens@mesaaz.gov, c=US Date: 2019.10.22 15:13:54 -07'00' Adobe Acrobat version: 2019.012.20040 Signed on behalf of Kristy Garcea by Jess Romney By executing below, each Party acknowledges that it understands, approves, and accepts all of the terms of the Agreement and the attached exhibits. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. CITY OF MESA, ARIZONA Printed Name Title Date REVIEWED By: Krlsty Gar Procurem 2019205 Agreement -Sierra Auction Printed Name Title lo -16 --r 9 Date Page 7 of 64 EXHIBIT A SCOPE OF WORK 2019205 Agreement – Sierra Auction Page 8 of 64 1. PROJECT GOAL: The City of Mesa (City), and its cooperative partners, are seeking to enter into one (1) or more contracts with a qualified auctioneering service provider(s) to dispose of surplus City vehicles, equipment, firearms, and other surplus property when deemed necessary. The City desires the full range of services provided by an auctioning firm. The main objective is to maximize the return on the sale of surplus property while minimizing operational costs. It shall be the determination of the City, or it’s cooperative partner, to allow the sale of individual surplus items outside of this contract if it is advantageous for the agency to do so. Contractor shall accept surplus property from the City, Police Department(s), and cooperative partners for sale at public auction for seized/confiscated vehicles, equipment, firearms, and other surplus property. Contractor shall also accept firearms from the Police Department’s Evidence and Asset Forfeiture Sections. All auctions shall be held at regular intervals, as determined and identified by Contractor, at an off-site location to expedite the sale of surplus vehicles, equipment, firearms, and surplus property. Contractor shall provide a turnkey service to dispose of City property. All surplus property disposal services performed by Contractor must meet the provisions of the City’s Procurement Code. 2. MULTI-AGENCY PROCUREMENT: The following agencies have expressed interest in utilizing the resulting contract: City of El Mirage, City of Apache Junction, City of Avondale, City of Casa Grande, Town of Gilbert, City of Peoria, City of Glendale, City of Goodyear, City of Maricopa, City of Scottsdale, City of Surprise, City of Tolleson. Any and all S.A.V.E members may also purchase from the resulting contract. 3. BACKGROUND: The City currently uses a full-service auction service to dispose of City vehicles, equipment, and surplus property. In the past, the number of vehicles and equipment being auctioned has been approximately eighty (80) per year. The variety of vehicles and equipment sold may include, but not be limited to, police cars, pick-up trucks, utility trucks, backhoes, motorcycles, and refuse trucks. Contractor understands that quantities listed are estimated only and no guarantees are implied. 4. AWARD: The City reserves the right to make multiple awards or to award a Contract by an individual group, or to make an aggregate award, or a combination of groups, whichever is most advantageous to the City. The respondent can bid for only one kind of service, a combination of services, or all types of auction services. 5. SCOPE OF WORK: Contractor will be responsible for inventory services, record keeping, security, and the day-to-day sales, warehousing, and protection from the elements, transport agency vehicles, and equipment to a secured auction site and auctioneering services in order to ensure the successful operation of the agency’s surplus property operations. This shall include the removal of all agency decals and insignias from any vehicles and/or equipment and provide all labor to perform all sales transactions, advertising, collecting of funds, arranging title transfers and preparing/submitting the documentation for each transaction. a. Contractor shall ensure all agency assets to be sold have been inspected to verify any extraneous or extra agency property that may be enclosed, attached, or otherwise not generally considered a part of the asset have been removed and returned to the agency. b. Contractor shall maintain and keep accurate asset records for each item of agency property auctioned or sold. This is to include a model number(s), serial number(s), asset tag number(s), date each item was auctioned/sold, and the amount each item was auctioned/sold for. c. The City reserves the right to conduct a site inspection of the Contractor’s location if deemed necessary. EXHIBIT A SCOPE OF WORK 2019205 Agreement – Sierra Auction Page 9 of 64 6. ON-LINE AUCTION OPTION: In addition to a standard storefront auctioneering service, the City anticipates awarding one (1) or more contracts to a firm(s) that offers a comprehensive live web- based auction for the above services. These services will be utilized on an as needed, if needed basis. The City reserves the sole right to determine what auction method, online, live or a combination of the two, will be used to dispose of surplus items, in accordance with City, State, and Federal law. a. Contractor shall provide a fully hosted website. Contractor shall provide City with a link from its auction domain (e.g. MesaSurplus.org) to Contractor’s website, which allows bidders direct access to City auctions, with minimal clicks and is seamless to the bidding community. The City must have the ability to view a detailed bid history of its auctions at any time during or after the close of an auction. Contractor shall actively market auctions to prospective bidders in order to expand the Contractor’s bidders list. b. The website shall have the ability to allow the City to manage the bidding process online, from creating auction item text and uploading photos to responding to bidder questions, blocking default bidders at the City’s sole discretion and recording payment data as well as having the option to have Contractor manage many of these areas. Ease of program administration, including but not limited to posting and marketing of auctions, receiving payment from bidders, invoicing, etc. Contractor shall provide any initial as well as ongoing webinar training and documentation to the City and bidders. The City must have access to bidder’s profile information in order to contact bidder via phone, fax, or email. c. Contractor shall provide easy access, high responsive technical support and customer service. Contractor shall endeavor to respond within one (1) hour and must respond no later than twenty-four (24) hours to all inquiries by City, its cooperative partners, and buyers. Technical issues identified by the Contractor, which have the potential to disrupt business, must be communicated to the City and its cooperative partners within one (1) business day after identifying the issue. d. Contractor shall have an option for a City pays or a Buyer pays auction fees arrangement or a combination of the two. The on-line auction system must be able to automatically notify City and the winning bidder of awarded auction item(s). e. Contractor shall, at minimum, offer a fee structure where the Contractor’s fee is a percentage based on the actual amount for which an auctioned item is sold (excluding sales tax). Contractor will be responsible for the payment of all Contractor costs associated with the auction from fees Contractor charges and receives from City. An itemized expense schedule and fee report shall be prepared for each auction and submitted to City. Contractor will only be paid its auction fees on items that have sold and where the buyer has paid for the item(s). f. Contractor shall provide a usage report to the City of Mesa Purchasing Office on a quarterly basis that clearly identifies all cooperative partners that are utilizing this contract. The report must clearly identify using agency/usage. 7. CONTRACTOR RESPONSIBILITY: Contractor shall indicate the location where the Contractor’s auctions are conducted. In addition, Contractor shall clearly identify and distinguish between the roles and responsibilities of Contractor and City, including cooperative partners. Contractor shall be responsible for scheduling pick up of all vehicles, equipment, firearms and surplus property for auction within five (5) days of receiving notification from City. With the exception of firearms (see Section 9), the City will provide a spreadsheet listing of all items to be auctioned to Contractor as well as vehicle titles, keys, and other related items. Refer to Section 9 for instructions on firearm sales. Contractor is responsible for processing titles for the buyers and submitting “sold” notice of vehicles/equipment to the Motor Vehicle Department (MVD) on the same day of the auction date. EXHIBIT A SCOPE OF WORK 2019205 Agreement – Sierra Auction Page 10 of 64 8. SELLING OF FIREARMS: The City will transfer firearms eligible for auction to the Contractor in two (2) different manners, depending upon which Division the firearms originate: a. Contractor shall be responsible for picking up firearms from the agency. b. Contractor shall explain how they intend to account for / track firearms, including firearms that may not have been manufactured with serial numbers. With regards to firearms that do not have a serial number: certain firearms that were manufactured prior to the Gun Control Act of 1968 did not have serial numbers. These firearms can be resold by any Federal Firearms Licensee (FFL). Firearms that have the serial number which is altered, defaced or removed cannot be resold and will be destroyed by the Police Department. c. Contractor shall be required to maintain a federal firearms license and is therefore required to perform FBI background checks on anyone purchasing a firearm. The City will not allow “Subcontractors” or “third parties” to engage in the selling of firearms. d. Contractor shall be required to take all legal firearms from City, regardless of condition, including functionality, completeness, condition, etc. e. Firearms originating from the Police Asset Forfeiture Unit (AFU) will be transferred to the auction Contractor in groups of ten (10) firearms; f. Firearms originating from the Police Evidence Section will be transferred to the auction Contractor in groups of fifty (50) firearms. Contractor will be required to administer the sale of all firearms. It is the intention of the City that the Contractor will take possession of the firearms and store, list, sell and transfer firearms according to the City’s requirements and ATF guidelines. The City will provide a report of the firearms intended for auction. Said report will list the unique firearm “lot number”, along with the make, model and serial number (if available) of all firearms processed and provided for auction. The report may list the caliber of firearm. If available, the report may list the police case number and the unique property item number for each firearm. Firearms from AFU will be sold individually and records shall be maintained regarding the sale price and purchaser of each individual firearm. Records must include the name of the purchaser, address, etc. A copy of these records shall be provided to the AFU after the sale of the firearm. Firearms from the Evidence section will also be sold individually, and sale information provided to the City. 9. TRANSPORTING: Contractor shall arrange the transfer of vehicles, equipment, firearms and surplus property from City facilities to the auction/storage site within five (5) business days after notification. The Police Department may elect to deliver seized vehicles and surplus property to the Contractor’s site. City shall notify Contractor by telephone of vehicles, equipment, firearms, and surplus property to be sold at auction as well as provide a detailed list of vehicles and equipment including old equipment number, make, model, year, and mileage. Consideration for using transport services to obtain the best pricing for City is desired. The City reserves the right to transport vehicles and equipment if it's determined to be in the City’s best interest. a. VEHICLE PREPARATION: Contractor shall be responsible for the careful removal of all City decals and City identification numbers on City vehicles and/or equipment prior to sale. Contractor shall be responsible for the removal of push bars and prisoner divider screens on public safety vehicles. Items removed may be auctioned or returned to City at City’s request. A statement describing how each removal will be performed must be included with the proposal. Contractor shall ensure the maximum financial benefit to the agency by cleaning the interior and exterior of all vehicles and equipment. EXHIBIT A SCOPE OF WORK 2019205 Agreement – Sierra Auction Page 11 of 64 10. REGULARLY SCHEDULED AUCTIONS: Contractor shall have and conduct regularly scheduled public sales and shall provide the City with a listing of dates and times of scheduled sales. Contractor shall be a valid Public Consignment Auction Dealer and provide notary services. 11. SECURED FACILITY: Contractor shall have a secured facility and auction site located in the metro Phoenix area and shall be responsible for the protection of City property assigned to their facility before and after each auction. Contractor shall handle any disputes that arise during and after the auction. 12. DAMAGE AND VANDALISM: Contractor shall notify the Fleet Services Division or Police Department personnel, as applicable, if damage is caused to City property while in Contractor’s possession. Contractor shall be liable for the cost to repair such damage or pay compensatory damages equal to the damage incurred. 13. ADVERTISING: Contractor shall coordinate pre-auction requests to view the property, including answering questions from potential bidders. Contractor shall, at a minimum, place a Notice of Public Auction in at least one (1) newspaper (Arizona Republic or Tribune) two (2) weeks prior to the auction of City property. The notice shall contain a brief description of the types of items to be sold, the date, auction time and location. Advertising through the Internet is highly desired. In addition, Contractor must submit a proposed advertising/marketing plan with proposed submittal, which would maximize participation and revenue for vehicles and surplus property sold. Contractor shall be responsible for advertising each surplus auction according to ASRS statute. In addition, Contractor must describe the plan for advertising/marketing the use of this contract to potential bidders. For an on-line solution, it is not a requirement to post/advertise in a local newspaper per A.R.S. 12- 945, “Sale of Property”. Viewing items in Contractor’s on-line auction “catalog” will suffice. 14. BIDDER REGISTRATION: Contractor shall require all bidders to be registered prior to the auction in order to bid. Bidders should be allowed to sign up and view the items before bidding starts. All City items are to be sold as is/where is with no warranties expressed or implied. Contractor must adhere to the Public Consignment Auction Dealer (PCAD) licensing regulations. Contractors are reminded that they must adhere to the current law relating to PCAD as set forth in the current language of ARS 28-4410-01. The following is a link to this State Statute: https://www.azleg.gov/viewdocument/?docName=https://www.azleg.gov/ars/28/04410-01.htm 15. DOCUMENTATION AND RECORD KEEPING: Contractor shall be responsible for the coordination of all auction record keeping activities. Contractor shall provide a complete itemized accounting to the City of all records related to the sale. As a minimum, these records shall include: a copy of the advertisement, City identification numbers, serial numbers, VIN numbers, prices paid for each vehicle, commission charged, towing costs, parts used, detailing/cleaning and decal removal, and other services provided. Contractor shall provide a sample report, documenting reporting capabilities. Reports must be able to compare historical auction data (items sold, and revenue generated) to current auction activity. Provide an example auction scenario to include schedule, tasks, resources, duration, etc. for City and cooperative partners. It shall be the Contractor’s responsibility to coordinate with each other agency utilizing this contract with regards to documentation, record keeping and reconciliation of payment. 16. CITY’S RIGHTS: The City reserves the right to add and delete vehicles and equipment from the auction up to the day of the auction, to visit the storage facility during normal working hours to inspect the thoroughness of preparation prior to sale, to attend each auction at no charge, and the right to set minimum bids on City property. 17. FEE STRUCTURE: Contractor shall, as its compensation for Auctioneering services, receive a commission based on a percentage of gross sales proceeds generated from City surplus, plus any EXHIBIT A SCOPE OF WORK 2019205 Agreement – Sierra Auction Page 12 of 64 approved fee as outlined in the Pricing and Compensation section. Contractor shall submit an itemized price list of all fees, costs, and services in Pricing and Compensation section as well as describe any other charges not stated. Contractor shall include optional pricing for detailing each vehicle and/or equipment and, at a minimum, the detailing shall include; washing, cleaning seats, floors, dash, etc. Contractor must submit a statement describing the services to be provided for the fee proposed. A price must also be submitted for providing a new battery if it is needed to make the vehicle operable. Permission must be given by the City before a battery is replaced. 18. PAYMENTS: All payments for sales less any commissions and fees shall be submitted within thirty (30) calendar days after the sale. Contractor will collect and remit all appropriate sales tax. Payments shall be submitted as follows: Police Department Asset Forfeiture For Police Department Asset Forfeiture sales, the payment check and a copy of the reconciliation statement shall be submitted to: Mesa Police Department ATTN: Asset Forfeiture Commander PO Box 1466 Mesa, AZ 85211 Police Department Evidence Section For Police Department property or weapon sales, the payment check and a copy of the reconciliation statement shall be submitted to: Mesa Police Department ATTN: Property Evidence Supervisor PO Box 1466 Mesa, AZ 85211 City Warehouse For City Warehouse sales of surplus property, the payment check and a copy of the reconciliation statement shall be submitted to: City of Mesa Customer Service PO Box 16795 Mesa, AZ 85211 Fleet Services For Fleet Services sales of vehicles and equipment, the payment check and a copy of the reconciliation statement shall be submitted to: City of Mesa Customer Service PO Box 16795 Mesa, AZ 85211 Police Department Financial Services Division There may be occasions where vehicles, property, or equipment are grant funded, donated, asset forfeitures, or etc. and require special handling. When one of these items is submitted for sale, a City representative will provide notification that a separate check for the sale of the noted item is needed. The payment check and a copy of the reconciliation statement shall be submitted to: Mesa Police Department ATTN: Financial Services Division Senior Program Assistant PO Box 1466 Mesa, AZ 85211 EXHIBIT A SCOPE OF WORK 2019205 Agreement – Sierra Auction Page 13 of 64 19. APPRAISAL OF ITEM: At the discretion of the City, a request may be made to the Contractor to have specific items appraised prior to an auction. A copy of the appraisal shall be submitted to the appropriate City requesting department prior to the auction and the appraisal fee shall be deducted by the Contractor from the City’s proceeds for the sale of that particular item. 20. NON-EXCLUSIVE CONTRACT: This is a non-exclusive contract. The City does not guarantee any minimum or maximum quantities or revenue to Contractor. 21. LICENSES: The Contractor shall maintain in current status, all federal, state and local licenses and permits required for the operation of the business conducted by the Contractor. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 14 of 64 Fi rm 1 s Qua li ficat ions (A b liUes , Expe rii ence, aind Expert ise ) 1. Pr oViide .an ov,erview of your fi rms experi ence wit h s im illar A u cti on eeri ng Serv·ces and why you bel ieve that your firm is best suited t o serve the C ity of IMesa. What qu1al ifi,es your company, fi nan c ial or o ihe1rwis ,e,, to, provide the City with t h ese services, provid e appropri ate staffi ng , provide ne,oessary r esources an d s how a h istory of demonstrated compet ence . Response: Sfer r a A uct io n Manage m ent's 33-year com mitm ent to Ar fzo na's mu n1 C7lpa lf t le s and ag en cfes rs well- doc ume nted and co nt i nue sto stren gthen ast h e a uct o n I n d11.1 stry and the needs o f gove rnmen age ncies evo lv e. W hl le m oot .met on co m pa n ies foc 11.1 s o n one or t wo asset cl asses o r o lil e type o f se lll ng met,hod, Sie rr a has oomm ftted peop le and resour ces t o offer auct,lon services for A LL asset classes across M ULTI PL E selli ng m et hods . Dev elop i ng effect ive syst ems to ma::,:lm fze reve nue w hl le cr eatfng a flile ndly, ln v ft l ng bl d!d in g and buy fng e nv iro nme nt Is t he ke y to a succes sfo l auct io n ma rketplace . Not all auctio n co m pa ni es have t he ca pac ity an d w he re~ ltiha l to pr ovid e s1L1 ch an e nvi ro n me nt , as t hey are limit ed w it h t he cost b urd e ns of pe r so nnel, space, and ma rketfng capa bilit fes , alo ng w ft h other fi sca l c:iha ll e nges of rnnn ln g a sucCiessfu l business . .S ierra has inve sted heav il y In to t hese areas so that o ur gove rn ment clients can lf qul dat e t hei r assets w it h the ass uralil ce of reve n ue m a:x fm lzat lon and i'ilsk ml nl m fzat ion. I ask t hat the eva lua t io n co mmittee look very cl ose ly and compa re t he fo l lowl ng capab lllt 1es of t ,he r espo nde nts. :IL Expe ence wor kin g 11t h ,goveim menli ,agencies-Sie rr a has ado pted t he app roac h of be ing an engag ing partn e r w it h govern me nt agencJ e.s and not just a so ftwa re serv ice . As t he ln cumbe nt a uct lo n co ntra ctor o r t he Cfty o f M esa and ma ny other ag e·lil cfes , Sfer ra l isten s to o ur gove rnm ent pa rtne rs and un d erstands t he ir va ryi ng lil ee ds , f rom provld fng ass ist ance In an act iv e sei zu r e t o sifting t h roug h m o u nds o f se lzed j ewelry to ~nd t he hlg h-va luecl go ld chafn o r e::,:pe nslve Ro lex wa t ch. W hat m ight get ove rlooked by a gove rn mem emp loyee, Sie rr a takes t he t ime t o r esea rch an d sort t hro ugh ass ets t o ensure noth in g of va lu:e is missed. A n example o f t hls wo u lcl be t he Cfty of Su r p11l se w ho sent a bo::,: of j ewelry to Sierra fo r p,roc ess i ng and burl ed w ft hfn lt as a Ro i ex wa t ch e discove r ed havln g an appra isa l price of ove r $,12,000. Need less t o say, t he we re ;,Surpr fse "d and app r ecilatfve t hat we too k t he t ime ca re to ind t hfs wa t ch bu 11l ed among Th is att e nt io n to deta i l ca n o nly be provlcfed hen the co ntractor In vests heav ily fn staffi ng w ho ca re abo ut cl ie nt serv ice. In add it io n to t he M esa Au ct ,lo n Serv ices co nt r act, Sle rr a holds t wo statewid e auctl onee r fng co nt 1racts t hat 1nc lude t he ll quldat ro n of sur p ll!.15 , se lzedl, and fo rfe lted asset s. Rec ent ly , t he City of Phoe nf,x, t he second largest govemm en t e mploye r 1n t he· state be hin d the state Itse lf , setected Sierra A uct io n o nce aga in t o co nt in ue pr ovidin g the c ity auctio n servlces fo r t he for esee able futur e. I n so ut he rn A r izo na, Sle rr a rs th e auctio n co nt r acto r fo r Pfma C-0u nty, Town of M arana, and other sm aller agenciles req ufr fng a ful l-se rvi ce auct io n co nt ractor to a.ss lst In lf qui dat fng t heir as sets. 2 . Comm it m e1111t ·t o, ,a ·,, Hy titra ine,d, p· ofessional staff -Most, If not. all othe r, r espo nde nts t o thfs RFP will provfde t he Cfty w it h o ne o r two key pe r so nnel to be co ntact s. Sl erra pr ov fdes not j ust o ne or t wo peo pte, b ut a trained team of p rofess io nals com mitted to prov id in g un pa ralleled se rv ice and ho LOVE t he auctio n bl!.15 1ne ss ! In 2019, all Sferra em ployees we re safety ce rt rfi ed for the auctfon bus l ness t hro ugh a 3rd party auct io n tiralnlng program an d hav e bee n cross -t r aine d to ass ist w her e and w hen t hey EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 15 of 64 are needed . For those age ncies ull:111 :z:l ng this i:ontract I t he southern pan. of Arizona, Sierra ha.s a prem ier locatlon ln ucso n, fu ll1y -staffed and capab ,le of succ es.sf ully prncesslng and sellling the· entire gamut of government assets. 3. De,d icalied , Sec11.1r,e,d Faciilities -Sierra runs its Phoe .nlx operat ion on a.lmost 12 acres of p,ropeny in t he heart of Phoe nix where 35 th Avenue, l ndlan Sc hoo l Road and Gra nd Avenue i ntern~ct. he p rop erty has 11,000 square feet under r,oof wirth an additlonall 6,000 sq uare feet of l n clustr ial rack space cov ered by two commell"Cla l-grade cano ple ready to ha nd le as ets not requir i ng ful l protection from the elements. Wlth a 24-hour monitored electric fence encompassing the perimete r of the proper t y, Slerra's Phoenix rac lllity utlll es 24 v ideo surveilla nce cameras that ca nvas the enti re Interior and exterior lfm its of t he prope rty. Those are also monitored 24/7/365 by a third-party sem nlty company. Sierra 's Tucson facility , als o protected by p r lvately monitored peri mete r electric fe nce , r ests o n almost 5 acres w ith two se ll ing lanes and a warehouse capab le o serv ing t he larg,est government agencies in souther,n Arlzo .na, incl ud ing Pima County and Town of Marana. 4 . Reduction/E:limln•ati on ,of Risk -Fteet mal nte nance forthe purpose ofsafety and protecti-on o its asSiets Is t he numbe.r one prfo r ity of any g,O\lernment fleet c:lepartmen . Yet it is t hese same departments that are now belng asked to al!'.o hand le the disposi t ion of assets once they've r ea ched their use-Fu ll l ife,. Sierra now offei's, for the first t im e ever, a multi-tiered so lu tlo,n for evei'V agency so that each department and ca n choose t he leve l o · r isk and efi ort t hey are· wlllln,g to end ure to bri ng thei r assets to the open auction market. Using an lnt erm ed l,ary auction hou1se , properly l1lcensed In t he state. to sell vehicl es is wltho,ut a doubt the safest method and Is the state's REQUIRE D so11Uitlon for selllng vehicles to the genera l public. Th e auctio n compa ny assumes any and all .ris ks that wou ld ot he•rw i s-e contractually fal l on t 'he agency wfth any other auctlo,ri solutfon. Sier ra's fi rearms depanment, cons idered by t 'he ATF" as one o· the most secured and eff icient FFL depanmen s ever aud it ed , process,ed over 23 ,000 firea rms and l'iela ted accessories w ithout a slng l1e slgniflcant rn ractlon over the las t two years. Slmply p ut , Sfe rra has safely and l egally red ,lst rlb111ted selz:ed and surplus fi 1rea1ims In o t he handls of law-abid ing cit ize ns across the nation while gener ating much needed r,ev enue or the government agencies who utmze Sie1rrn or fir earm s auctfon serv ic,es. 2 . How many years h as you firm been 1in ~he busi ness of Auctioneering Services.? Response: 33 years-sl n.c e 1986 3 . ProViide an assessment of your firm's abiliit ies to meet and satisfy the needs, of the C ity. t aki n g into considera ti on the r equested services , addition a l serv1ices and/or expertise offered that 1exceed the requ ir emen ts, or tlhe vendor 's inability t o meet some of t h e requirem ents of the specifications. Respons e: Sler ra exceeds t he requlrem ents of the Gty of Mesa in many ways, whi le also proposing alrternatlve, les s r isky, methods of selll ng those assets which carry t he h ighest lla b lllty to the Clty. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 16 of 64 Mu1tl p e aucti0.1'!15 per mo t h. While other oompetitors hold on,e auction per month, Sferra holds: • Fl,ve (51 v ehicle auctions per month (3 in Pho enix and 2 l n Uljonl wh[c:h Includ es heavy equlp1me,nt and other motorized craft onoe a imon 1h In each locatJon, • Four (41 su rp lus auctfons per month (2 ln Phoe n fx arid 2 in Tucs,onl and • One (1) to two (21 firearms auctions per month ln Phoenix. This sche dule al.lows buyer.s to fi nd ass ets when it's most convenien t for them and al lows sel le,rs to have options o·f when they wou ld like their assets placed fnto auction. DriveEtil'!.rough llive \l'eli'licle auctions. No oth er public auct ion I n the state lnvests i n t h,e effort o d 1vfng t he drivable auction v ehf1c:l es through the sellJng l:an e so t hat buye rs ran gafn confidence of t he perfo rmance of the ve h fcl e p rior to pu rchaslng. Tlhfs has proven to lncre as,e the blds of buye rs as w ell as t o gafn th e t ru st of th e, auc:tlon compa ny and t he consignor when v ehicles are presented i n the[r runni ng conditio n. The be:sui m ulcasttech nol:ogy in t he [nd ust1ty. P roxl b Id boasts a buyer base of 1.2 m 11 Hon active bidder s in 190 cou ntries. Working with over 4,000 auction companies around the U.S. ancl t he wo rl d, Prioxibld's powe rf u I search eng,1 n.e .s, ease ,of use, and ma rketfng tools ma ke 1r the # 1 cho i,ce or stat I c a.nd s Im u least auc-tlon hostlng l1n the world . While Sierra has been partn ered with Proxibld for Vehicles, Equipment, and Fir earms, It Is t rans[t lonfng Its Surp lus auctioilS to P.ro:xl b,fd begin nfng in Augu,st 20 19. That m eans Sle rra's enitlre fi,neup of auctions wi ll be wlt h the 1;11 bidding platform, providi ng unparalleled e>:.posure of city assets to a mass lv e auction bu yl ng audience. As of May, 2 019, Sle ,rra ls Proxl bldl's #1 auc t io n company for co m puter a nd e!ect ron lcs an d #4 Auct ion Campalilry for v ehicl es, marine, and avia t ion assets. New! Government 1Co :1i1 sl gnor IPonal. Sierra has adoptedl new techno l'ogy to spec ifica lly address and satf.s v the needs for government ag encies to have ,control of t hel assets t h rough t he Hquidatlon process. Essentially, the agencies can log1:n, create an asset reco rd, add ph ot os and descript ions, and t h.e n, whe n the asset Is ass igned to an auctloll, can fo ll o w the asset t hrough to lts ilnal disposi tion. This new feature all ows for a menu of op t io ns allowfng the agency as m uch o r as lfttle i nvo lvement rn tile process as deemed neces sary to satisfy t he lr own needs. If the age n cy pre fers to le an on the auc t io n con t ractor to manage t his for th.em , Si erra's asset processing t eam w lll fulfill the r eq irements neces .sary to get the Item t hrough t he auctfon progression. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 17 of 64 Sample View: pmxitl id _.....,. I~• Dashboard! "'-'=mnt ••• ,....., ·~ I Lahl • ~ . ........._ ,.,__v 'Coulop ·~ --• hKl"'llcfv 'l'ta"A>< -• t,tol •~t11 b.a:.iph:nm: IJ By click i ng on the Mesa lliventory Po d , t he vl ew b elow, 'fu ll.y c ustom izab le, s displayed. l5ll 3553 YI lG1X!il41U!19162~ 1/J . l!i5"6 flu._ .l ...,,""'"""' """'"= i,,,.,, 1!'jpo; r.-o • r.._ "-' Ill L◄ Cffi' lf'i ,., ,,._, (hGil.ll. T ...._., !i<Dil.-◄ 'l'ffll<II-C...,,. , ~ h Xi1JC!u411• i1~]9 1/J'-<oDo!J: lua ... Crt•• J\V· rY'll · me,"' T-2. L• OOIV ~ Fut! P · r..,_..t,11 1".,..,.,,.......I; 'W' •HMI ~ "t,;,,lrr· s .. , ID LO L01 EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 18 of 64 The Cft s u lly-haist ed on lfne lnventory portal aJlows the agency to create as.set r ec:ords fn accordanrie• wl.th t helr ne eds and can inc:lude v ideos, PD>F flies, or any other document tha1t would! enhance the value o t he asset. See be low: llrl:e agency cal'\ customlze t he view for their needs : EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 19 of 64 And sav e, ex po rt , an d/or print this If st ing man y w ays: " .. ···•·.·1.1 □ : __ ... ; . ::·.-. · .. ·. I ··=··.; II.~ □ •.. ,~., .. -........... ·. ■r,I . -llCJI ,-~-1• .. 1 • -., ' . • . . -~:. . . . .. ., . . . " ' . . ' . . , · i ·.. • ' ,. '• . ' -.. • . l' ' • -, .. _ -. •---•,-: r . _.-.-. ,, .. ,' . T hese assets are then tra n sferred oveno Si erra's auctlon list t o be sold . Once s,old, the sta tus Is updated and f he settleme nt from which p ayment s created ca n be co m p ared m the inv entoiy list sfrt u at ecl In the Cl t y's pad . !Because the state requires public vehicle auctions to be l.ioensed and assets sol'd w 1rth a u;'lie bid caUer. t ls, is the 10NILV s,olutiion av.aTlab 'et at giv,es Ute agency a00ess, o creatiTng dleir ow-n velliilicle i nventory records, while maintafnlng the, i1111tiegrity o f a llive au.ttion per star~e r,egul tio· s. 'Ther e are severa l sta n dard reports t ha exf st -see th e scree n shot be tow. In addltio n, there rs a r eport bu ll de•r reature that can create vin,ua ll y any r eport t h at is nee d ed for tracking a,ss ets. _, --· -. --·-------,~ -,_ ----- .............. _ •• _. ............... u.. .... EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 20 of 64 Surplus !inventory wor ks Identica lly as noted above, but there ar e no state r e ulatlons r equi ri ng a !Ive , bi d ca'lll ng auct l,on , :sio t hese assets tan be so ld I n a t imed , onllne-on ly auction setting . The surplus assets will be blended In w ith our 1regu lar su r p l us auctions 't hat otcur two t imes pe r .month. 4,. !Ind icate the number of ive auctions conducted during the last two calendar years , average n m erof lots per sale and average number of registered bidders per sale . R,esponse: T hese stats include li ve (vehlc,les/equlp m ent),, and o nllne on ly jsurp l u.s &. fl ea11ms ) Asset Class Auctio,ns Ave rage Average . o·f Avg ff o f Avg# of conducted lots pe r reg istra nts vehicles so l d o nli ne item s 2017 & 2018 ale per sa l e so Id tm onthly Vehlc les/E ui ment 133 232 653 Sur pl lLl!S 132 856 252 Firea r ms 33 741 735 5 . lllnd icate the average n1Jmber of vehicles sold monthly. R,esponse: See Above 6 . lllnd icate the .average n1Jmber of onl"n.e items sold monthly. R,espo:nse: See Above 7 . What differ-enf at es your servioe fmm that of other service providers. R,espo:nse: • Unpara lled leve l or pro f essiona l' sta ff • Fu ll hos ·tt of auction serv ices · o r every asset dass • St e ll ar Cu,stomer Expe rl en ,~ R•ev le\• s w ith Proxlbfd : 4.14 sta r s out of 5 w i th over 9,000 r ev fews. • Highly engaged an d folly networked i n the indfiltry. Members of t he o il owing assoclatlons : o AA-Nati ona l Au.ttloneel"S' As.soc latlon (Mar k Feuere r as lndl'il i dua ll o NA.PAA-atlonal Associat i on of Publ1ic Auto Auctfons o IADA-Na lo.na l In depende nt Automobi le Dea lers' Asso ci ation o AIADA-Arizona In dependent AutomobHe Dea lers' Asso ci ation o RMA-Risk Manageme nt Ass.o ci atlon o TMA-1.u·naro und Management Assoclatlo n ======-o APTRA-Arlzona Profess ional Towlng and Recove ry As s.oc latlon EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 21 of 64 8 . Does your firm hav,e a F1ir,earms Li cens,e? Pr-ovi de l icense Nlo(s) and .a copy ~th your response . Response: FFL l.!lcense num ber 9-86-013-0l-4D-04559 and NFA Tax Stamp a.,.;•J..!! Fl HE'--~A'TIWio c-i._$lfllYIC/IW~ M lt'L-e~ ,ff21l 9 AAA AUi.:: N .W.NA!3EMFN r INCi i:l!J10Pr-/1/~NDA'Y l'I, Nl"-..Z dliO">· --........ 11 ;JL'M'i,'111,.nJ:pr .ill_,. C1liiu:: ~.ata.11.~·n.w,..,1; C ,....,..,.,...,._ ~ Ne0/~11: H L ~a 'W"JI amb lc ... lF 11!1 ~= rs,btutna&u-liie m ■ I ~tu:i.... EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 22 of 64 S PIA AUCTION IMAN/\ ~570 NW GRAND AVF HOFNIX, A:z. e-!i016i M ITTINC 11M}1.M,, I ◄fi-o,.·.-,r1(~•! l":!ll J11 50000 .ao !ilJ0.00 r J,!OJ ll 1 OF TAX 201~ YF..AR ;;I ~ JUNE 26,, 2018 TO 0613012'0•19 ;; !emplll\<r ~jr,, al N,11qbof : 86-056,11 67 ;;::. C,\LI. ()U,,I) l>l~"1.!00 1/i1l1TI•:: Nlllooll.Fi.....,_A~ll• •ti,1:11-""' nfAIT JAX IM) C.l 51l 244 N g,,.d Suilo I. L"2(1 Mlrtnsoor W"' ?<..105 I. ltyiru "™• in<ludo i" 1 "l:,n~ )OOr o:mpi<,J idc111ili,;.til)!1 ,--,1:,:,r·,«Httml mnnlrr m,11 w,wo, ~uur!rl,pu"" :n1• l lr be,i limo bu>lor;,JI r .. ·-~ mnl<!mfll< i<lll . l l 1filodt,,tl ~am~7 •. s,,....1r .... Rqii,1nt'I;.., Ii tr hm, ~SR,. 'lll I o.,: Jjrm [or -..;:liith lhll •11h11 n d il'P1d1..bfr b in"~tfn'I If•~ .r11ns~nt«1 urr""",,i.,. in,:,,, w )IHlr 1£1Uf ttt lo lb< """'" o ~-Cf) ~• -1.AlT y.,_..-,ia1 ~ lhdlcnni ..CA.t.<,Jl<'I ,......,,,.,.t-nnd&rbi,c:1<>i'a~•h1111?~"r1,,hJn.:, locaica,orlnil mt id r«<i IIJ'Pf<"lll lilrr;,i,,,CI ·,ii), r.linJA fr 56:lU.'I'. tfa[ir:dnl lil1'" 1-dix ntin- t,u 'n= ..-.I Allair. 1'1'A r,,clffld, t!,e n!11n.bo11. nia,-hr iu 1 "'""' 11( l1w . Th< li""IICC i11,,u·1<1 da,,:,k ,.~h Stile in,:ol mhmilitt. 6 rt, .. u "p,xia1J.,. 1~!1"11 ......,C.lari:'a,, · 1dilfP~T1.>. llusdoc,m•· <Ill)""" nltq,inaemf.iw•• hu .. c ,...umy110~ .,._ 111 lo<:lllav.1,nordix'5il"" · •~or,et; mp,a,hin<Irpl rtclilf<irV>..~llin~ -11 ,-, EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 23 of 64 Firm 1 s Emp loyee Experience and Qua llificat io,ns 9 . Pl,ease list Ikey (Le . leads, Auclii oneer(s), S.ME), proj,ect team members (empfoy,ees and sub-contracts) who wrn be pemforming services contained in the R:FP for ~he C ity. On ly include those team members th.a will play an aciiv,e role ·n completing the r-equirements of Ulis RFP and resu lltillilg con 'ract. Fai11Jre to complete t his secfo:n may resu lt in Respondent being found none responsiv,e and r-e.moved kom the evaluation p:mcess. Supporting documentafon for flilis section wil l be reviiewed , this ·noludes but not li mited to resumes,, oeriUication:s and l icenses. Response· I n Ph oeni x, w here Si erra rs located, an Auctii o H o11.1,s e i s deflned as any esta b lf sh me nt In whic h i s ca11rled o n the busfn ess of a1..tctlon lng artl r l es for sa le by public o utcry where, the articl es offered for auctio n are so ld immed iate ly to the highe st b fdd er. I nd iv id 11.1 al Auctioneers are any pe rso n w h o, as a p11lnr l pa l or age nt, offers any artfr l e, fo r sa le by pu blic outcry w here the artlc les offered at au ct i on are s-old immed iate ly to t he h i ghest bidder. Auct i oneers are not r equi re d to be l ice nsed If they pr ovi de the services of an auctfoneer w h il e e mployed at an am: fon house licens,ed by ~he Cfty of Phoenf.x a nd fn t he oonduct of b usiness o that a uctio n ho us,e. l ind frvildual 1: Se·nl o:r and Techn cal suff Name Does thi:s staff member possess an aucUoneerfl'l(g ll[cie,nse? 1r ·v,es , provide fcie·Me number and exp i1ra Io n date and a copy of .Auct[oneerlng Uce1rnse(s ). Qitlher 1relevant expe,li,en ,ce : Ove·rs ght of the· com pan N/A • Membe r i n good standing of NM (Na l onal A ucti o n eers Assoclat l onl • Boail'd member o the NAPA.A (Na ronal Associat ion of Publ ic A uto A uctions) • 19 y e ars In tile ronstructfon eq u i pment I ndustry • Boail'd member fo r Kl Risk Management Assaria Io n 2.01.2.-2.014 Le~gth of t ime lith 'the, firm : 8 y ear s, 3 m o nths EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 24 of 64 l 1ndflivM ilal 2 : lndlilfll d 11a l :I.: l1ndlivl d1U!a l 4 : Que.stf:on Se,nlo'r and Technical Staff Nlam ,e Does this s11a ·~ , member possess an auct1lonee,rfng llloe•I\Se? If Y,es, provide HoeMe numbeir and exp l1rat[on da e and a ,oopy of Auctfoneer l n Uoense(s.). Otlhe r 1re levant ,expel'ilen ,oe : M icha.el 0 leve lan d, VP 0pera·t lo ns, Tucs on GM Ov er sight o f t he oon ract N/A • Dea ler Servl ces, Ge neral Ma nager- M anh eim Tuc so n, 2 0 10 -2 0 14 • Leadersh i p Dev elop,men t Pro gram Gr aduate at Co x En terprlses Le~ ,h oftfmewitlh tlheflrm : 2 ye ar s, 6 mon t hs Quest[on Se·nl o'r and Technical Staff Nlam ,e Area (s) of Res ponslibi ity Does th l,s star~ member possess an a1U:ctilioneering 11:cense? If Yes, pl'lovld ,e· m:iense number and explrat[on date and a oopy of Auctioneer i ng Uoense(s,). 0tlhe r relevant ,~pel'ilen ,oe: Ov ers ight of the .Auct i on Set t leme·nts, Cashro om man ageme nt , and Cons ign or Payouts N/A • Tech Se·l'Vl ce s Coo r dfn ator at Kem ba lnd lanap o l[s Cre d lit Union -7+ year.s • Co rporate Tr ain er at Kro ger -9+ years Le~gth of tlm e, ltlh the· firm : 4 ye a rs, 8 mo nt 1hs Sen i o·r and Technical Staff Nlame Ai rea (s) of Respons ib:llfrty Market ing an d Pr omotio n Man ager, Au ct io n .set-up and c los e-o ut EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 25 of 64 l1ndf1Vild IU!al 5,: lndMdual6: lndMdual 7: Does 'CJlil ~s s·ra1 · member posses :s an allJlctil ,oneerli"g llf:o e·nse? I Yes,. priovl de• llf:oe,nse numbe•r and exp l ration d,ate .and a ,copy of Auctlo:rneering U:oe,n:se(sj1. Oth,er re levan expe r[e nae·: Le"gtilil of time wfrth the· firm: Q)Llesth:m Senior and Tec hn [ca ll Staff Name Area(s.) of' Respo:rns llbl llity Does thl1s, sta 11 member po.ssess an auctlo·n,ee 1rlng licensie,? If Y,es, p:mvl:de lio ensie numbe1r and exp iration datie• and a copy of A11cti1 ,oneeri"g Uce 1nse.(s.). Other re leva nt experf:enoe•: Le.n ·. th ,o' · time with the• filrm : Ques.tlo,n Sen i,or and T,edhn lc a'I Staff Name Area(s.) of Respons ~b lili Doe this :staff m e·mber possess, an a u:c:t1lonee•ring Hoe·Me? If Yes, provide li ,cense numb er and e·xpiratio:rn da ,e and a oopy of Auctlo'fileerin Uoe nse(s). Other l'le~evant experi enc e: Length of time with the ·· I'm: Ques,tlo,n Se 1ni ,or and T,edhn ic a'I Staff N/A • M ul't l m edfa Engi neer • Cr eates and Clos es every auction run by Sie11ra 5 yea rs, 6 mo nt ih s Ma nag er of Pho enix Ope rations for Ve hfcles & Surpl us, oomplianc,e and safety /A Transportatio n and Safety Manage r at Cactus Transport-6 years 3 ars Jared Urban Ph oenix Vehic le & Heavy Eq ui pment Yard N/A Ope ra t fons Manage r -Copatrt, Ra l efgh, C 2 y ears, 7 months EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 26 of 64 lndMdua l 8 : ln d frVil dua l 9 : lndhtMual 10: Name Area(s,) ,of Re.sponsl lblillty Does t his :staff m embe r possess, an auct1lonee·r inig ll'oe·nse? If Yes, provide I ,oe In:se numbe r and ,explir.at lo:n dlate and a oop y ,of Auct lo:nee 1ri ng Lloe nse(s ). Other 11ej,e11.a1nt expe ri enc e: Leneth of time with t he firm : Ques.tlon Sen i,or a n.d Te dh nical Staff Name Airea(s.) ,of Re:spo nsl lblillty Does this :staff me•mber pos!.ess, an auct1lonee·ring 11,oense? If Y,e.s, provide 1i,oe 1n:se numbe r and expi ration d,ate and a oopy of .Auctf,o•n,ee 1rl ng U:roense(s). Other 11ej,e11.a 1nt ex eri enc e: length of tim e with t he fil'm: Quest lo·n Senio,r .and Tec hn l:cal Staff Name Aireafs.) of R!espo ·n:sllbl llfrty Does thlis. staff m emb er possess .an .auct i oneering licen!.e? If Y,es, p:mvf,de lic en!.e· numbe1r and exp i1ratlon dal:!e• .and .a copy of Auctiloneerin Uoensefs). Other relevant exp erl:enoe : Le n th ,or t i m e witlh the fl m : Se 1ni ,or a n.d T,e dh nical Staff Name Mauri cio Di az Surp l us Fiel d manager, Aud it in g N/A 12 vears, 9 mos . Annene DelaHuert.a, Olle nt Re l at ions Settlement Paymen-rs, Clfent Inquiries and Report i ng N/A 4 yea rs Tucso n Adm in istration, sett leme nts, i:lre.nt r elat i o ns /A 8 ea r s, 2 mos. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 27 of 64 Individual 11: lndhlildual 12 : lndMd11al 13.: Area(sj1 ,of Respoll5 llbility Doe.s , his :staff member possess an au:ctl one.er i11,g Hoe•nse? If Yes, provide llce1rnse numlb e·r and ,exp irat lo:rn date and a mpy of Auctlo:rn ,ee 1rin g Li€le•nse(s). Otlher re il,ev.ant experi em::e: lengtlh oft me w i th the fiirm: Ques.tion Sen i,or and Tedlinlca1 :Staff Name Area (sJ1 ,of' Respo nsllblliry Does this :staff membe·r posse.ss an auctl onee·ring 11,oe,rnse? lfV,e.s, provide 11,cense numlb e·r and exp iration date arnd a copy o:f .Auctl:o 'rn ,ee 1rin U€le•Me(s). Otlher l'le'l,e .ant experi enc e: len1 1h of ·t me wi th the fiirm: :Sen ior and Techn lca l Sta · · Name Ar ea f s) o:f Riespons l lbnfrty Does tlhis, sta · f m ember possess a1n auctlo:rn ,ee ring lic ense·? If Y,es, pr ovf:de ll oens,e liumber a ndl e.xp :l1rat on da e· and a copy of Auctilonee rin g Uce 1rnsefs ). Other relevant ex : erl:en€le: Le ngtlh ,of t ime w ith the firm: Ques.tion Sen i,or and T,edlinlc a1 :Staff Name Tues-o n Ve hlc le Intake, clf ent re latlons, aud ft,lng N/A 2. y ears, 2 mos . Man Rowa n F'fr earms Manage r N/A Leve l 2 Cr fm fnal Just i ce· ln formatfo n Sys em Secul'il ty Traini ng C-ertfficate 5 ears, 2 m os . Fi rea lims Ad m ln fsua t fo n, 4473 p rocess i ng, A F traces Cabe la's Firearm s depanm ent 3 years , 2 mos. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 28 of 64 lllildmvid l!J\a ll 14: Area(s,11 ,of R:e.sponslblilitv Does this staff me,mbei-possess, a Iii a uctloneei-in,g 111:oe,nse? If Yes;, provide li,oense numbe,r and ,expiralt lo'lil dlate a ndl a oopy ,of At1ct lo:rn ,eeri1rng Lloense 1(s). Other r,el ,e-v,allilt experi ence : lellilgth of 'tlme w1lth the fil ll'illl: ,Ques:t1lon Sen i,or andl T,edhn lcal Sita , Name Area(s,11 ,of R:e.sponslblili Does this staff me,mbei-posse.ss, a Iii a uctlonee,i-f 11,g Hoe,nse 1 If Yes,. provide li,oense numbe,i-and e,xpiralt lo'fil dlate a ndl a oopy ,o Auct lo:rn ,eer illil g Ucense 1(s). Other r,el ,eva 1rnt experi ence : Len 1 th of tlme W1lth the fil ll'illl: Towl ng N/A 3 yea rs Plilor fty Towing rowl n , N/A Ho I ells seve,ral governmen t to~ contracts 8 ears Our 1'1egul,arlv contract.ea Pih ,oen lx auctioneers a1"1e,: B1re t. Higg ins Daren Shum av Robert U rretla Our r,egularlv contra ct.ed Pih ,oen ix 1ringmen a1"1e: Omar Merf:da Justin 1G reen EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 29 of 64 I Program Description and Miethod o•f Approach to P·erfo-rming the Required seirvices 10.Pmvide· a techn ical approach wh ich demon stram·s the fi 11rn 's un derstanding of the sco e of work. lilhis ou1H n e should indude· antioipiated approach , tasks necessary for successful oo:mple·t1ion and sugg,esUons or special 1conoerns that the city shoul d be made aware ot A deta1iled business plan that contains an e;xplana 1ion of how you r company inte·rnds to diispose of surplu s property. (i.e·. fr-eque cy of sal1es. method of sal e·s (auctions/r-eta 1ils/lntemet). Response.: Sfe·rra's appmach Is unllke any other auctlon services oo ntr actor fn t he state. We offe r a la carte s,e,rvfces ln which t ihe govemme nt agency can choose rom , lncludlng full contiro l of t 1he auction lnpu all t he way down to t ihe m fnfm al effo rt of se nd fng an em afl notlfi c:at fo n to us fnd lcat1lng assets that are rea dly to be picked up and brought to auct ion . Wft h t he except ion of flrearms, Slerra fs now ln the posit ion of provfding a sufte of servlces customiz.ed to the needs of t he age ncy. In the next several pa r ag ra phs yo u'll be ab le to get a good fcf ea how that ap proac h works and \l hy this ls so vrtal for t his contract. Option 1 : .Age n cy 1Con1t:r,oll1ed I nptiit:. Th e age ncy logs on to t heir porta l either thro ugh their compute·r or any smartphone and wi hln t his po nal t hey wi ll hav e the abllfty to create· an asset record wlt1h photos, ass-et tags 1(provided by Sfe·111"a), and photos . The asset re m afns attihe age ncy's locatfon. Once t he re cord ls oreated, Sierr a places t ha asset fnt o an upcom ing sched ul ed auctfon. Any feedback or q ue stlons from potential blddlers t 1hat arfse wi ll co ,me fnto Slerr a to be ans ered. Slerr a wi ll fil ter t ho se q ue stions and reve,rt back to t lie age ncy lf the question Is r eleva nt to t he asset and ca nnot be answ er ed b,y 01r1e of Sierra's staff members. Tihls sort of servfce is im portant: to the agency due to t he Once t he ftem is so ld, the buye r rece fves a pre l iminary invoice firom eft her S[e11ra or the Agency, utillzes either Slerra'.s o r t he Agency's cas hierin g services, Is provided a pafd Invo ic e, and presents t hat lnvofc::e to the agency to pick up t he ir Item. he agency rs als-o no t l led of paymen·t macle by t he buye r prfor t:o plokfng up the assetlsl, Vehicles & Equipment A preview d!ay, optfonal for the age ncy, rs ld ent i led where the genera l publfc can go to the age ncy's f lee t yard to Inspect the vehfc le(sl be·fng auctiloned. Sferra Is ab le to stay fn compliance ft1h ADOT's PCADi llcen slng requirement of t 1hese ass-ets beings-old In a llve, bld-ca ll ing auction by r unni ng t he m thro ugh our schedu led li ve slmulcasl: auctions. Tihfs mea ns s-e ll lng the assets ''as fs " witho ut warrantles and plaol1r1g t he emlsslons req uir ements b urden onto the bu yer, re ll evlng the agency of any potentfa l lss ue s wi h tli\e buyer post-sa le. Surplus Th e agency ha s the option of provid ing a prevfe -of t he ass-ets In t he auct io n. hese assets wil l be s-old rn a timed, o nlf ne on ly auction alo ng wit:h other assets lo cated at Sierra 's faci li ty. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 30 of 64 Fl1rearms This. 0p:tlon is not avallable for t his asset class . Option 2: Sierra Processes the .asset at agen.cy's l,ocati ,on . The agency sends Sierra an emal l to deliver@s.leriraau.c:tlon.com w i th a lls t of assets to be processed along with their loi:ation and acc ess dates/times. Sierra th en sends one ,or more employees to process those ass ets as if the assets were al the Slel'lra facillty. Any questions that arlse will rome lnto Sierra to be ans wered. Slerra will fi lter those• q uestions and revert bac k to the agency lf 'tthe question is re levant to the asset and cannot be answered by one of Sierra's staff me m b ers When sold , the buyer u tlllzes srerra's cas hrerln g serulces to pay fo r the Item and provldes a pald lnvolc:e to t he age ncy for prck up at the agency's 1ocatlo n. The agency i s also pro11lded a notlfli:atro n of payment made for the asse t,(s). The buyer arranges. for asset p I eak up w Ith t he agency. Vehfcfes & Equlpmem A preview day, optional for the agency, rs ident ified where the general pu blic can go to the ag en cy's fleet yard t o Inspect the veh icl e(sl bei ng auctioned. Sle-rra rs ab l e to !',ta y In compliance with AD0T's PCA I) llcen sing requiremen t of t he se assets being sold ln a l ive, bld-i:al lrng auction l::ly runni ng t he m thro-ugh ou r scheduled llve slmulcast au,ct.lons. T hfs means sell.Ing the ass ets "as ls" w itho ut warra.nties and plac:lng t he emissio ns requfre,ments b urden onto he buyer, ellevlng the agency of any pot,entlal ls.sues w i th the buye r pa .st-sale. Surr,Jus The agency ha s 'the option of providing a prevl,ew or t he ass.,ets In the auction . These assets will be sold rn a tlmed, on llne on ly auctlon al.ong with other assets lorated at S.ler.ra 's. facility. r:1,rearms This Opti on rs not avaUab.le for t h.l s asset class . Option 3 : Slerra1 picks, up orthe age,n.cy d,enu,e•rs the as.setsto Sie·rra. Th is traditiona l method of approach Is used by many agencies wlho do not w i sh to have the assets remain in the age ncy's warehouse or yard during the liq ulda Uon process. The agency sends an emarl to delliver@sl ,erraaucti on .c;om with a list and 1ocatlon of thei r assets and that email Is rou ted to all the key Individ uals responsible for fn i Uat l ng the aucti on process . Th is Opti on rs available for all three asset dasses and Is the most common method used to .auc ion government rnrpl1us Items. Wlit h 33 years. of expe rlence i n prep.a rlng as~ts for auction, Sferra goes to great 1le ngths to ensure the assets are r eceive d and offered In the best condition posslble. The following steps are taken to ensure this process exceeds expectations and are cons i dered part ,o the se.rv.lces provided under t he proposed fee sm.1crure . EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 31 of 64 Vehldes & Equipment· S[erra .se ll s over 10,000 vehlcle· & heavv equi pment lots through auctlon per year and will professionally and efficlenUy sell t he City's surp lus vehlcles & heavy equipment rn accordance wJth t :he contract and l1n a manne r above and beyond expectations. As soon as Slerira is t10trfied by the City that there are assets ready for auction, we wlll beg ,in t he inta ke proi:ess . Sf erra, In conj'U n.ctlon wl·th the City's Fleet Manager/Coordinator, wrll ooordinale the best method to move them to srerra's l,ocatio n. Opt[onal m ethods i nclude towlng, hauling, and drlver service, all of whfch typica lly can ha nd le requests within 24-48 hours if not t he same day. Ro .llfng l nv ento,ry Prepa r ation-Upon the arrival of e•ach vell'lfcle at our faci lity, Sierra: 1 . Prepares a Ve.hlcle Check-:ln and Condition R,epo rt that includes the Vehfc:l'e l dentrflcatlon Number {VIN), mechanical i:ondltlon, physical! desc riptio n of t he vehlcle 's conditfon, optional feat u res ,(r.e. ~ide loader, h ig h value upgrades sui:h as wheels and tires, audio/video equipment, etcl. This check-In proc-ess ls automated t hro ug h a proprleta1ry applricaUon developed exclus[ve ly for Sierra and Is u t ilized on hand he l d devices. VIN hp loslon Techno logy is used, w h fi:h pa rses information le•>ttrai:ts ,ohtalnable d.atal from the VIN ILe. Year, Ma'ke, Mode l, Engine, Tra n smission, Features, etc ) and data Is automatlcally pushed Into Sierra's comp uterized i nventory manag ement system resultlng In ai:curacy that cannot be achieved manually. 2. Determlnes which v eh [des wm be deemed no n-runne rs and which can be driven through our f eatured "d rive through" auctio n lanes. It is proven that a drive-t h rough aui:tio,n maxfmfzes revenue by lnstllli.ng ijOnfldence ln the buying comm unity about the vehicl e's performance and eng i ne oonditlon. The refore, Sierra makes every effort within the boundar[es of Its consignmel'lrt oontracts to ensure that ve h fcles are given every oppmtunlty to physlca lly run t hroug h the auction versus being so ld in a statloin,ary posEtlon. 3. Asslgns b arcoded rnventory/key num.bers to eacih of Ute arrlvlng u nits. This systematic process acce lerates the postfng, of data to Sl,erra's websfte, onllne bidding platforms, and oither on lfne and ,offline advertlsing and marketing endea\lors. 4. Cleans and detalls each vehicle. Thls proi:ess lndudes an interior & exterlor · ash, vacuum, interior vinyl/leather cleaning, t ire dresslng, and engine steam cleanlng. 5. Assesses the mechanfca l oond itfo n. U necessary , recommendations are made to the City adlvlslng ,o other beneficia l' repal rs and expense.s that viii res ult In a signlficant~y higher auction sa le p rii:e. This rncreased va lue Is typfca ll y enough to easHy offset the expense of t he .reparr. If r equested, Sierra offers the r emoval1 of dei:als, prisoner screens, light bars and push bars. 6 . Digitally photog raphs eac h vehicle exterior and lnte1110,r (enough photos to provide potentra l buyers wlt1h an easy assessment of condltlon; a rninlmum of our for non-rnnners, 12 for run ning vehicles). Photos are systematica ll y associated wlth each vehlc:le and uploaded on to our website for advertlsing and marke tl ng p urposes wlthln 72 hot.r rs of the vehicle's arrival lnto Sierra's yard. 7. Washes each vehfde A SECOND time just prior to prevfew day to ensure t hat we are displa ying the vehJde in the best condlt[on possl:ble. 8. Washes cenain vehli:l'es A T HIRD t ime the mornfng, of t he auctfon to ensure our highest valued vehicles loo,k thelr best. I n June 2014 we fncluded a 3rd wash the mor:nfng of the auction for ,h igh- end vehlcs les. 10. On auctlon day morni ng , the vehicles capable of being driven are DR IVEN throug,h a secured lane to demonstrate wm'kfng oon.ditlon. Heavy equlpment rs al ways started where possib le on auction EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 32 of 64 day, but so ld In a statlonal)I posltlon. Sierra further determines where necessary that so m e veh l cles that start and run, a re not sa e to run thro ugh the drMng lanes for varlo11..1s reasons and t hus are so ld In the "ru ns bu t statlonary' or RBS area. 11. Veh icles are re posltio ned after the sa le , or convenient remova l and upo,n co ,llec-t,lon of payment, are released to the bu1yer afte r the appropriat e titl.e paperw-ork Is signed and fi led. 12. Crush On ly Veh lcl e.s -Sferra has hlstorfca lly provided other m11..1nlclpalltles with crushing services for vehlcles that are no longer usab le and understands the process as ft re lates ro City vehldes In this state of disrepair. Sl.erra contracts with varlous vehicle scrap yards to tran spo!'II. the vehicle to t heir salvage yard and provfde crushl.ng servfces. fn a manner that Issa e andi eco-fr[end ly. The scrap yard is an approved 3rd1 party MVD branches, wh!cJ1 means that the day the 11.mi fiS ,crushed, the .status code 1'8" fs submftted lnstamaneously, meaning it has been crushed and no longer valld as a vehic le. Pict ures of the vehicle while it's being crushed are provfdecl as well as MVD app roved doc u men tatf on. Surplus The methods employed in working wlth the many City, Gounty, and State depa",ments for the pickup of surplus property have been deve loped over tlme t h rough cooperative effo.rts and have be e n deemed t he most ecf 1cien t an d cost-effective method ,o surplus asset recovery available. One suc-h sys.tem sho uld t he City c hoose t,hliS method is that eac:h departme.nt receives a sufficlern. q u.antlty of pre p.rlnted, pre-numbered barcode labels. Labels are then affixed by City personne l to ea1c:h asset pending pick-lup for auction. Ba rc,ode Inventory numbers are t hen recorde d on a spreadsheet temp late wlhlch Inc lud es, but is not llmlted to, th e desc:rfption and quantlly. In add ition, each lndMdual I nventory spreadsheet oont.al ns the Department Num ber, De partment Name, Contact Na m e, and Pho ne Num ber. Departments, In turn, forward c.ompleted spread.sheets to t he City's lnternal coordfnator. The Goordlnato r forwards t:he finalized spreadsh ee t to Sferra's deliver@sierraauctlon.com emai l address, which is dist rib uted to our loglsUcs department:, admfnistrat.lve team. and managerlaJ staff. Sierra's logistics dispatcher coordfnates wit:lh the appropriate de partment wft,hfn 24 ho urs to arrange for t he pickup of surplus I.rems; wor,kfng to schedule the transportation of mu1tlp le departments' assets. As an alternative, Sierra can pic k up the assets wlt,hout pre-barcodlng the assets and, based .solely o n the list provided! lo Silerra from the State, ca n confirm and ac know ledge the llst of assets as well as any dfsc:repanc:ies . Once the pickup has been successfully sd,eduled, Sferra wlll deploy o ne of their fleet trucks fn Phoerilx or their flatb ed truc k In Tues.on and the appropriate .n umber of em ployees to safely and efficiently fac:illtate the loading of assets for transport. When more apprn pnlate or efflclent las determined by the sfze and/or scope of t he p,[ckup, use of spec ial equipment, t ime constraints, etc.), Sierra also em p I oys the s,e rvf ces of long -ti me contractors to fuJfll I t he significant transportation needs of 'the State for both the transportation of vehlcles and nol!l-vehlde surplus assets. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 33 of 64 Non-Ro lli ng Inventory Preparat on-Upon the arrival o,f these assets to our facmty, Slel"ra : • Begi ns the coordination of the st:aglng and ar rangement of each asset tha 't will be sold In order to maximize revenue, an d provide for the be.st custome r expe r l.ence . • Do u bl e-checks the asset against the agency's. mani fest. • Cleam and c hecks t he cond it ion to en lhance t he ir appearance and subsequent va lue. To ma}{[mlze the appearance of assets , Sle.r r a ow ns dlsp lay cases for j ewel'I)' ltems, rather than se lling, such Items In plastic bags o,r other su bstan da r d methods. We even enhance t he marketing o Items ·further by sortln,g Items by oom m odlty !fur ni ture., coins & jewe lry, oo l lectlbles , comp uter equ i p ment, home & car audio, etc), makin g t h e custome r e.xperlen.ce· f l u id and enj oyable. A ll of this ls done utlli Ing our 10,500 square foot i ndoor, air~oond i t loned warehouse i n Phoenix or in our modern Tutson office/ware h ouse facility . Sferra is ablle to ef ectlvely manage• large vo lu mes of surplus property utlllzi ng ,ou r ihl:gh l.y-trained s·raf , suppo,rted by a comprehensive, fully computerized, wfre less barcode Inventor y t r acklng and management system . We know at all t i mes where as.sets are and w hich cons ignor owns t he item .. This rap i d process i ncreases. accuracy, as. i,tems are instant,iy recorded and .systematlrally tracked ln o,ur local s.ei'\lers and backed up to an offsi t e da·ra storage locatlo,n to r educe ri.sk of data lo,.ss . J.eweJry, Coin:s, Collectibles Sie rra, se lls we ll over $1.5M per yearln I ewe'lry and other hi gh -va l ued items for city pol'i ce departments and state government agencle:s.. Sierra has eig,lht 181 di•fferent sized safes strateglca l ly pos itioned arou nd the facflity rn Phoenix and two (2) secured safes In T ucson to, safe l y and s,eaurely store lhlgh - vaJuedl j ewelry and oth er assets as lt walts. for auct ion . T he Intake p 11oce .s.s Is sfm ila1r to other assets - Items are barcoded ,(Sferra wm pro11lde b arcodes to the City whe lfe necessary I, rnve ntoried, de .scribed, authen ticated where app lfca b l,e, photographed i n .hlgh-reso lution, posted on our webslte o.r vlewlng, and then secure ly stored untfl preview day. After preview day, items are returned to the safe ,until they are so ld and deHvered shortly after paym ent. When sol'd v i a Hvejonline slmul,cast, as ln t he AZDOR Un c laimed Pro pe rty auc:t i on .s, these as.sets are so ld by picture on three (31 larg.e 56" LCD TV screens so 'that l ive buyers can .see the asset close up, and from different vantage po i nts. Our o,n li ne s.lmutrast buyers utilize the powerfu l aud io/video capabflitl es of our onllne blddlng partner, Proxlb[d. Comp1.1ters, PerfphettJJs, ,er:c.. Sferra se lls well over $2.0M pe r year in computers, perlphe r als, and electronlcs for city poHce departments and state gover nmenta l agencles as well as utfli'ty c,ompani es .. The i ntake process is similar to or.her assets-an item Is ba r e.oded , inventorled, descri bed, authentlcated where appllcable, photographed in hlgh-reso lutlon, posted to our website, and then sec:urely stored ln one of ou.r 14 dlsp lay cases or housed In one of our lndoor auction rooms, dependi ng on the size and value of the asset T hese assets stay ln place untlll they are sold and delivered shortly after payment. Sie l'ira also offers hard drive wiping and drive destruction sen.rlces and recent,ly completed a Ila rd drive wlpfng and destruction proj ect for Ma1rlcopa Co u nty Go m munlty C.ollege Dlsrr,lct of over 2,900 computers. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 34 of 64 Miscellaneous Jt:ems Sfena sells thousands of 11:.ems In this as.set c lass and can easlly handle the pickup of anything from anywhe•re in the state . Sfe•rra wl1II accompllslh this In the fo l l'owing manner: 1. The Surplu,s Manager at the ag.ency sends an email to deliver@sierraauction.com which lr11:l udes the address and 'the asset Us to be picked up, as wel l as any other information that wourd affect the pick-up, process (2nd floor, no elevator, pal l et1zed, loose items, etc.I so that Sierra can determTne the slz.e of truck, req1J1fred packfng materlal, number of tirfps and movers ft wlll require to sufflclently and safe ly comp lete the pick-,up. 2. After the ltems are confirmed at t he locatfon and the 11st matches the Items taken, the trurk de l liVers t.he items to Sierra and the assets are unloaded, barc,oded if not already completed by the agency, and prepared to go through the fntake process as listed above. large, In-Place Assets Sferra has vast exper[enc:e in selling l arge assets "1n place'' for government agencl,es . An examp l e o'f thls is an auction rn January 2013 of three (3) Al, a Lava l Sharp l es Centrlfuges In Plma County. These centrffuges requlred specia l ized marketing to attract the right buyers and the units so ld to a Texas ffrm and to the satlsfactlon of the agency. Sierra's strength rs n targeted mat'ike ing-ftndin.g buyers for just about everythlng. Because of thi s, Sierra s well~eq:u l pped to se lll iarge in~p l ace assets. Steps to se ll these assets lnclude'. • Evaluating and appraisfng the asset rn terms oh.J.se, value, and any or.her f"eature r!hat wfll help draw the most l nterest from b uye·rs. • The Surp l us Manager wil l share a l l lnformatfon associated with the asset (hours, condl tfon, main enance records, etc.) with our on-staff apprafsa1I experts. ,. Our marketing staff lakes qualfty photos and begins to deve.lop a .speclflc ma rketing plan or t'he asset. Ffnding the rlght audience of b uyers t h rough publ'lcations, assoclatlons, existl ng customer databases, Proxibid databases, and any other source wi,11 give the asset the most exposure to the right buyers. Sfe•rra has staff members and associates who are capable and/or cenlfied to app.raise many as.set c1lass es. We offer these .services to our customers and wou l d exte,nd this service to the Clty and usfng agenc'les ln the event It l deemed necessary to request an app rafsal o an ltem . Having capa b le apprafsers on staf and GPPA apprai sers aval l ab le as needed ensure unique and dlffle:ult to identify Items t h at pass through an auction are pr,operly advertised and garner the highest va l ue for our cllents. Firearms Sferra Auctfon has been managing t he lrquidatfon of government se i zed/forfeited and surplus frrearms, both class 2 and NFA, for many ye,ars. Recent c'hanges to state laws requl.rilng governmenl entitl es t ,o seH/tr-adle thelr firearms mean that government entitles can now seamlessly utfllze ln -place· auctfon conuact.s to maxlmlze thefr revenues by liq u ldatlng these assets through Sferra. • License Requirements-Si erra Auctlon holds a Class 3 Federal Fi rearms License (Type 1 Ith NFA lax Stampj . EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 35 of 64 •· Safety Procedure.s - Sierra Auction t1as Inc orporated a stringent set of procedures which must be fo.llowed in order to work with the firearms asset dass. Sierra Au.ctio,n Firearms P•ersonnel are trained over th,e oo,urse of several auctions to foll ow processes and procedures. See below: 1 . Transportatfon -Conslgnor has the option to delrver to Sferra's Phoen ix location. Sler r a Is. we ll-equlpped to lega lly and safe ly transfer any and all firearms from the agency's. racl lftles to our location on Grand Avenue. If Sler .ra prov[des tiranspolitatlon. serv ices , firearms will be placed ln a loi:,ked cage wlthln Sierra's. truck. Inventory ls completed at the po int of trans·fer. Our loglstfcs team offe.rs the capability to move large quantit ies of rong guns. vfa one of our two bo)l t rucks. Both have room for l'ocking cages fn whlch to transport firearms according to ATF regulatlons. lt ls crltic ally impo,rtanit that serial numbers are doub le~chei:,ked for accuracy when Sferra receives the firearms and therefore, lli<Je other governme,ntal agendes we work w1th , requests the agencfe,s uti ll Ing thl,s contract to provfde personnel to work wlth our staff to ensure accuracy of the transfer process.. In the eve nt the agency decllnes t.hfs requ:es.t, Sle r ra wi ll provlde a dlscrepancy report wlthfn 48 hours of receMng the nrearms, or, as an a'lternatlve provide the addltional la'bo to ass ist ln the trans. er process. 2. Receipt -Upon transfer, Sferra verlfles firearm des.cr[ptfon to, lnc::lude serlal number with the agency's II .st. O.nce at S[erira 's fac::lllty, a barcode Is assigned and photographs are taken. All frrea rms are entered In to an ATF log within 48 hours. As. an add.ltlonal check, A third party FFL holder v is its Sie ,rra prior to every firearms auction and Inspects e•ach and eve.ry firearm for lssues that could get overlooked, sui:ih as barre l length, serla l number leglbflity, and other potent1:a1 causes that might deem the flr,eam, unsellable. 3. SafegtJa r di ng/Storage -Once the firearms sa'fe 'lv reach our Phoenix fadl'ftfes and have been properly logged i nto our record books, the firearms are stored fo r pmcessing I n one of several locatlons. In our Pl\oenix fac::11iry our 1S0 squar~ oot dead-bolted sto.rage room secure.ly stores over S00 firearms. The room has a securi ty c::amera facfng its. on ly entrance/exit and actMty surroundlng the door ,Is ,recorded dally. Sierra's i ndoor faclllty a'lso has a securi ty alarm system monitored by a third party (JR Markson I with motlon detectors where all of the g,un s are stored. For more va luable fJrearms., S1erra offers two la1rge gun safes that ho ld 25-50 firearms each . Again , secur ity cameras. face the. safes and record activlty . In our Tucson facility, a large 1.75 .square oot vault ls coup,edl w itlh loi:,ktng rages to secure ly store firearms until they are brought to the auction market. At no tlme rs our buyer base made aware of where our frrea rms came from and a st ric t anonymlty polii:y is adh.ered to througho ut the company. In fact, since we have so many other governmental agencfes requestlng the same anonymlty, It is vrnually lmpo,ssfble for a buye r to determi ne ,or co,nfldently gu ,ess where the firearm cam ,e from. 4. Acrountfng -Slerra provldes settlement statements along wlth remu neratlon wlthfn 10 buslness days after the aucti on1 concludes. This statement contains the lot number; descrfptlon, frnal bid pric,e, the agency's tracking number, commls.slon, and buyer In fo I only if requested)1 for eaclh firearm. 5. Sale -Firearms are dlsplayed and available vla appointment ln access-r estrlcted locked cages or showcases. Buyers can only look at one flrea1rm at a time during a prevfew and only one firearm rs removed rom a cage/showcase at a t ime. Firearms are sold by picture and kept locked up, forthe eventual dist ributlo,n m the buyers . 6. Post Sa le -Flrearms are do u ble -checked for serlal number accuracy and ·the b uyer's lnvolce rs initialed by firearms personnel AND a manager next to each firearm line ltem and re leased upon a succ:essfol NICS background check. Mandatory gun loc:ks are given w ith each handgun along with a yellow Youth Handgun Safety Act Notice flye.r. See below fo.r Background EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 36 of 64 Cheer.: proc:edu.r e:s . Delayed Cll" denled bac.kgroundl checks r e.suit In t.mso .ld weapons . Al'I unsold weapon.swill at1toma1tlcally trans.fer to the next auction. Unsold/unclaimed lots -There are three possibllltle:s wlhere a firearm may not sell at auctlo,n: • T1he buye r doesn't pass a background check • The buye r doesn't pay for and/c.r plck up their flrearm(s) • The out-of--state buyer fails to pr,ovlde, us with their selectedl FFL lfc.ense In these events, Sierra wiJI autamatlcaliy m ove the firearm to the ne)(t :sale, unless lnstructed otherwise by the agency. 7. Background Checks -Sferra Auctlon has mor e rlgld rul'es r egarding background checks than whiat rs r equi red by la~ . After a buyer pays for his firearms, Slerra follows all Federal :standards for r esale o·f firearms and rnns all buyers t h.ro ug h the Natlanal Instant Criminal Back.ground Check Syste m (N ICSl and determlne-s whether a buyer Is ellglbl.e ta, buy frrearms. If t he result o the background check ~omes back in a "Del,ayed " status, the buyer has u ntil Th ursday followrng 'the auctla,n to wait for a ''Proceed" status update, whl.ch the NICS system wlll provlde to Sierra. The 1rearm remai111iS paid for and In Sierra's custody during this tfme. On the F'rlday following the· auction If the NICS system does not contact. Sierra en a follow up from a "Delayed " status, Sierra wm r eftJ nd the payme-nt to the buy-e r and wlll hold the firear m for the next auctron. If the NICS background check r esults rn a "De nledf' status, either lmmedrately or after a ''Delayed" status ls glven, Sierra refunds the customer's payme nt, less $,2.00 penalty for bfddlng ln sp,fte ,of the fnabllity 'to pass a backg round check and u,e firearm ls held for the next auctron. 8. Record Keeplng Requrrements -Slerra Au ,ction follows all Federal and State standards for record keep[ng r equirements and record acquisitions and dispositions [n ac-oordance wlt:h 27 CFR 47'8.121, 478.22 and 478.125 . Unless otherwr.se exempted by Federal law, Contractor shall use ATF Form 4473 to record all flre-arms transactions and keep its "bound book " properly up to date. Sierra utiJ lzes an Alf approved so tware pltatform iFFl Tools by Lew is actlcal, version Ul5.4) t hat slgnlficantly reduces the ".human error"' when processing background checks and keep ing accurate accounting o t he transfer of fr rearms. 9. Out of State Sales -When Sierra has a buyer ,(either In person or onlrne) who r es ides outside of Arlzona, Sierra follows all state and federal l'aws wlth regarding to tran,sferring the , '[rearm. Upon payme-nt for the firearm, Sle ,rra wllli only ship to a l ic ensed 'firearms dealer In the state In which the buyer ,resides. It Is up t:o the buyer to lcfentl.fy and l.nfor m th err p reteued FFL 'holder rn thelr state and tlh.en lt Is up to the selected FFL to provide Siena with a copy of therr va'lld thefr license. 10. Foreign Sa les -Fo r addll.tlonal national secur[ty In the sale of fi rearms, S.lerra Auction does not engage I n !:he sate o ff rearms to buyers who res[de outside ,of the USA~ 11. Multfple gun sales ,repo,rting -Sal,es of more than one ha ndgun to an in.dlvldual. l'f Sie na Auction sells more than one handgun to any no n-FFL 'holder during a pejl'\l ,od of five con:serntlve bus.lness days, the sale is reponed on ATF Fiorm 3310.4, Report of Multip,le Sare a,r 0th.er Disposltion of Pistols and Revolvers, by the dose of the business day ,on which Sle rra sell .s the second ha ndgu n. Sler ra fori.-.,ard:s .a copy of 'the ATF Fa .rm 3310.4 to t he ATF office via ema i l and another c:op,y Is forwarded to Maricopa County Sheriff's Office. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 37 of 64 12. Sa les. of Long Guns. -Slerra also compiles with the Alf MS R program for long guns. Per the ATF press release elated May 4, 2.012, I n Augus.11: 201.1 ATF started the MSR program requiring Federal F rearms Uc ens.ee,s (FFLsl rn Ari:z.ona, California, New Mexico and Texas 11:0 s ubmft reports of mu lt i ple .sa les. of certa in rffles or other dispositions to unlicensed Individua ls. who w ,lthl n five consecutive business clays acq uired, two or mo re 111fles t hat w ere semiautomatic, had a cal i ber greater t ha,n .22., and t hose with the ab il ity to acc ept a detachable magazine . [ht1 p ://www .a tf .gov /press/release s/20 12 /05/090412-a tf-atf-anno unces -m u It 1 pl e- sa I es-reporti ng-a na lys ls.'htm I]. The buyer rn this situ ation is purposely u n ln ormed that. tihis paperwork ls flied on h s be hal f due to th e sensiUv e nature of th e progra m . 11 . Describe your firm 's approach to Customer Service. Response:. Si erra's organizationa l ciult ure contl nues t,o evo,lve, gravltatlng to the strictest ad he rence to Si erra's Mlss.l on, Vision, ancl Va lue,s Statement, w hich r eads : Sierra Auction Management Vision I Mission I Values Vision Ta bcoomc: the: mos1 prominent and most lus,hly :.1H1:ndcd 11uc uon comp1my m Ari.ronu. Mission lo i:.am lh e accolades of being the be.1 Uiuclion company in Arizoou through the tlrc lc:s!i cfTort11 of '-'.realing i11nd milintu inlng 111n atmosphere of lr-.,ms p,m:m.:y. fotcgrity, .rind nccou:mab ili t)' wbHe cre;nl11g il re pea 1cd ly tt~ci1ing e pericnce , Values E"er)' Jil)' w l:: u.ni .. ·e m ierr-n with the mindset of; S ervice -We :J,rc dcdicntc:d m providing unoompmmi.sing scrvLec ta our buyers rm d consignors I ntegrity -We conduct ourschrc!i with lhc hi ghest level of intcgri ly :md ethics l t-mlmsi:1 m -We like whnt we ,10 ~r,d it sho~"S e,,ery day R espoos ib ili1y -We are •ccoomable for our areas of ros ponsi bi li1y ao d 10ke personal rc:;pon~ibility fOf"o ur :ictfon:i;; 3nd beh:1vior Respe,:, -We respOCI """h oilier, 01.r di lferonces , and o ur per,011:lli1i es and reso l, • to w,ork tosc1 hcr prirecfo1ion -We 3re 1tmn.kful for what we ba\.C ond appreciate ou r c1~s10 1ners for the bu ~inc-i,,;; they provide u R EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 38 of 64 In April 2019, Sle r ra had a corporate-w i de meeting to discuss the future artd how we get there and these follow.Ing slides were par t of the p r ese n tation: C r ;;,1,~ a 11ctlal'I In addition, as a member o the Natlona l Assocfat i on of Public Auto A uct ions, we are required to abide by thei r etlilcal standards, whlch reads: NA!PAA Cod~ of Ethics & Rules, ot Con.duct • To 11trn11 Tiu •u»t1UN.11 ~..&.!kli'I .1tDJwry wim llluhili.ry wr.1 -ii tky • ro~Nl<l!l~•"'"''"'"'°""Y ·~•Golll'>nHll•-""'•m,,,J • ,ot,ot,:,n.,.i, ,an111n,.,-, 11 .. doil ,. • lo l!tcl!t Q!J a~ _.[iqh}:, Li:tQI . .$1411'.1, a,d F1!tlef111 S.,."""1""1 iM1t -...;i n,v.J.,itWill"!• • Tooolniilto..da-1 ll!f'lll'l'IIA~•d rt':1ttr10:1 • TQ ,,.._. ~ cl•nll f~ •lh JNl"KSlNI bui:lii • To~ "1:lli g p.. , driMf"S .md rllO'I ilU:owtJ. 1111'" lll~ prD:icnt.. • Tc e:u,.u.cJ Cll•uil ..... I'!' Iii p,u.........,,I dilf'"lliie iird bunillD UN rnJinl1• 1C .. 1:,1 n'll'IIII IW■fllld 111.Jll m'l'1hm1a lilD'I W.uH n•mbiil 111..ah'f' .. ,u..-... d1ullhin "°"1o......-uam1" ~1'11H111!M>I< C:vt11;.l1101--.iKG:..ll.l! ~IU'i al Pw,,I,: htu (Ju.:Mt• Allt.l/',111~ Allta~ru~::it ~1M'fW11. Customer servlce ls our number one focus In 201.9 and beyond, wlU1 O\ler $40K be i ng spen.t to en hance the experience of the buyer!;. Our latest Phoenhc remode l lncrudes a customer lounge, compl ete with new llghting and a customer fri endly phone system. Slerra has buHt a reputation o n a stei'lar customer experience and will continue to enhance that reputati on by contlnuallv enforc1ng the a.ttltude of our emp loyees that the customer comes first. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 39 of 64 12. Descri b e your firm's. Facility S ize , L ocation. and Security. Response.: Sierra has gone to great lengths t o ens u re our consfgnors' p,roperty ls suf 1ciently and safe ly sto r ed w hll e on the compa ny's preml ses. Outdoor: • Si erra has 12+ acres of mmplete ly secured property conven i ently located I n t he City of Phoenix at the l nterse<ctlon of Grand Avenue, Indian School Road, and 35th Avenue . T hls acreage has t he abllfl.y to ho ld 1,500 vehicle.s, over 2,000 pallet-sfzed surplus lots, and enough addftionall space to provlcfe ong -term storage to any and all of the current 50+ government agenc i es. wrd, wllom we contract. Th e perimeter of th e propeny rs double-fenced, with the i nterior fence belng electric for addltlonal securfty and monftored 24/7/365 by a 3rd party 5ecurlty company, Security Cent:r.a1. Unlil<;e other p1.1bllc auction oompanres, ample parklng ls avaflab le onsite and wlthln the con nes of our secured fencing . O11erflow parklng J5 aval1ab le nearby, aga in with a mo nitored fenced parki .ng lot w itt,in walking distance of the main fac:111 ,ty. • Si erra uUlfzes a 24 -camera securlty system, with severa l 360-degree view cameras, strateglca l ly placed aro11Jnd the l nterlo and exterior o the property hat records all day-to-day activlty and stores the hlstary o · actlvlty on lo catio n. These cameras are an in tegra l part of our overall security mo nfrtorl ng system and are acce.ssed at a moment's notlce to determ ine potential areas of b read-. during an alarm. Indoor: • Si erra's 10,500 square foot air-oonditloned warehouse and office is secured and monitored 24/7/365 by a third-party alarm ,co mpa ny, Vfgllante Secur ity Systems . • Security cameras are placed strateglca l ly where the hig he st r isk of t he ft and vanclalfsm mlght ,occur. • Si erra's auctfon prevlew, au-ctlon day, and auction load-out securlty staff conslsts of 110 less than 30 people who are trainee! o care for and properly df.strlbute only those ltems bu yers have purchased, whfle keeplng a watchful ,eye on goods durlng prevfew day. • Si erra employs a u ni ormed and armed off-duty Phoenix Po lice officer for addit:lonal security presence during auctlons . Tucson: • Tucson's facillty, wfth 1-10 freeway frontage off of Prince Rd, in corporates many of t he same facllfty eatures as Phoenlx wlth regard to electric f en.clng aro und the S ac es of property and an Internal camera and monitorfng system that alerts our managers when U,,ere 's a potential breach on the property. 13 .. Des cribe your fi rm 's approach to Vehicle Preparation and Towl ng Costs. Response: Vehicl e Check-In and Prepar.ation; Thls is covered In great detail under the Program Description and Meth od of Approach, Option 3. Tow costs : Tow costs ca n be hand led rn one of two ways . We will arrange or t he tow, pa y the tow bl ll and deduct t hat c-ost from the proceeds of the sale . Si erra neve .r marks up the cost of t he tow-the agency wfll only pay for the tow at the tow vendor's c-ost . Or, as n alternatfve, the agency can ut]llze their awn contracted tow ven.dlor to have the vehicles brought to Sierra's facillty. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 40 of 64 14.Descri be your fi rm 's approach to Admiini straUve Support. Response :: Accesslbil'lty and ransparency. Sierra empl.oys a Cl ient Relatlons Ma nager wlllo Is respo ns ib le for all communication to t he agency when [t comes to administration needs. In additi on, eac h department admlnfstrator rs readfly avai lable to address any questions or concerns regarding specific assets pertafning to their department. Req1Jests for lnformatlon, changes to consignments, or any other repo,lit i ng needs are handl ed promptly and profess[onally. Clear lf nes of responslbillty and comrnunicatlon are key to efficfem and e f ,ec:t ive adrn fnl stratiive management. Sierra has three Notarfes on staff to h and le any title lssues t h at come up. No other auction company employs as many professiona ls as Sierra Auction. 15 . Describe your firm 's Advertis1ing a nd Marketin g Method/Strategies to increase s al,es. Response:: Slerra's robust advenlsing and marketing effons lne-or p orate mu ltiple media outlets, mor e t han any other co mpetftor in the au ,ction ma rke tp lace. They fnc l1..1de: Pmxllbid Em ai l !Blasts and Ima e !Rota t ors-w i thi n Proxlb id, we can direct,ly r eac h over 1 million active bidders utlllzfng em al l b last and website Image rotators on Proxlbfd's website. Sample .: proxi bid . Alt .. l :::r.: & Ca.ti -·~ C &~u,..-.ea 0.le>:tor 'I OM....-ua ~ln~E~"°"' E.l ia Nh"<al~ ,,,.,.,_,,, -- Fino "'1 Ii P..N Mllll«INII .......... ~ ......... M 1-111,, C<mN: l&l~ lradli_. MKN'IE)' I [114flnl ..-..,.-1:m., r .. ,;-. E, --r.. e..m, '-" s i e rra aucti o n uvetSlmu case Eve L'~. iii ■("'-'".:--JUNE l2ND@8AM ARIZ-ONA'S LARGEST IE'Q 'U II PM ENT AII.J1CTIO•INS \•IFW Saturd-e) / Jl'h! ~ =-noi I e oc am PT (,~ 1n• d , , A T<><11, I "Wfl"' E, l"itJ Z l 4 ~ ~ T I I ,1 ,, ,a 1J ~ U EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 41 of 64 s, erra email r&a:mpail gns -with over 100,000 opt-In e-mal l addre sses, Sierra do e s regul.ar ernal l campaigns t hat notify the emafl audlence wlth the a d d i tion o· a new auctlo,n: 1. O pe n or bidding 2. Notifiratfon of Preview Day and, l. Cl.oshng s,oon . Sample l'-.."V",, llr,r1N~ I ,itJ• ;,.,, • !.o ••• '"'" -~-• .. r . ,..-.,f' .. ~• • •. f.a. ,, r\-.-.P-IM ..... fo • • ·~·· ..... f .... :L'I .._.. .. , .. , ............. 1 1 -t ......... ,1 ,..._...,,,,"·~••·:'"..ti ' ................ , •• .,., ' ,...., I' -•• lr+11.,.. ,... _, .... --~ ., .,,. ............. ........ ~ .. __ , ~-- Welbs [te -Slerra has a modem and ,r,espo n sive webs te t hat i sp,lays perfect ly on al l d ev i ce s ma ki ng t he use r s' engag emen t. c lear and ,e asy to navi ate. Sa m ple: EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 42 of 64 DISCOVER CONSIGNMENT OPPORTU~~IT IES THROUGH SIERRA AUCTION --1 ... , :-.co IC-ha ....... lbaanw ~IW'I '"-~~Ila • .....,..__,. \ r • \ l., ,• , -. . , ·•'\l 1 . . ... t··. ' ,,.'\' . '. ,. . FIIIEAHMS io::'d .. llilltlll•'"Jl'l\w\•,fttM'l'.&:E\ 'i:' ~ ....... tfll.NHt:,1 -.p(nJ't ~ 'ii• '-"lJ-"':Ll,ll(.IC"flOtf.J. ..... ,:nm1r11,"'1.t 1art21"..rn ....... tl.JC'-il.lCl~ ~~ •:OWi\ J rl 1C!CIIOJ1 K'l\,CI t, -~--I • ---I ~ • i (~.-I EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 43 of 64 Fac,e,book Ads ,nd Boosted Posts, -w hi le we adve,rti se our u pcoming· auctfons o n Facebook and have over :U ,000 "l[ke.s '-' and fo l lower s on ou r Facebook Hom epa e , we also utfli ze t helr "Boost" p r ogra m w h ich geotargets Face book use r s w h o ar e i de nt i 1ed as poten t i al bi dd er s and pl ac e s an ad fn t o h eir reed . Samp l e: phoenix I tu om Phoenix Vehicles ,& Equip. A.uetfon Sat., June 22nd @ 8am ---id Now Pr,eview Day 6121' from Bam-5pm -~~-------=!!"! _______ _ 3570 ,Grand Ave Phoenix, AZ. 85Cl19 ~ Onl,ne Only Auct/Dns Begin Clos in,: 603/ r9 iJJ 5pm '~ '-~......_ __ _, Bidding Available at www .. SierraAu •ction.c ,om Twitter Pa id l weets -Twftter has ga i ned a lot of at t e ntion .rec ent ly and h as a ra pldly ex pandln u se r base. Sl erra i: rrently h as ove r 600 fo lf owers and co u ntfng,. Samp les : EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 44 of 64 -@ """" ~ ,- IJ 114ff'iGati oMt'!I, B ~""i,t'' l:J lk>DknHrb lb - 0 Pro: I e NDN <,., r,, @ Ham Elo p,'log e !Jfl [:J Bco;oloi!;aorl .. , ~ l t,; 2' rnfi e Ho Siaflfill A udio • "" r-sierra ~ucti~n OVER'900 FIR.EARMS ffTiil AuclJ la1 IP .• 1a .......... ___ Smnir,6,•J..! ·- 11/J i-, 11;11, .-, i:-w r. 1-=--,r-.--., ~-1.mRI 1M "'"'~JO:llm-<:,:,1 JU 1,u;w, """""~i• "u !M-ljl • Pl'. -.JEq, Ll . ~ I m:IIWI !Ill lbw.al ~ El.:CU;S !'"LU MIii Nlli PH.UE 1 -ONLINE OtJ'L 't .-.ucnoN OIII T£: NL'"l'I !1 hn1 s--. ~ l ll!h -Chnln:s. ·Spm f'r c 1i 1;:,w·, 1• 1. Jut~·,-::!, f;, ·-..;;1 .. 1:..1 •· 1 :..:::-, f1 1.•r 1 •.1,;, ·-Jp ·• ,.---,, .... ...,,,1 ..... .., -••• 11 ..... w.,.,e ~~ .....-..,,.....,..._..... ,...,.. h );!1' lllllw • ~•IJ •~ 1171 r ~I EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 45 of 64 Vo 11111"ube Pa1idl Video, Placements -Sferra has multi ple videos on YouTube which :have garni sh ed over 2,148,432. tot al views . For a fee , Sierra 1,s placed i n a pre m i um position when users are loo kfng for 1 ndust-ry specific informati on . Sample : On USB Drfve Google .Adwo:rd s -Goog l e ls the pre m le r sea rcih engl ne most people use for ·Info rma tlon on vin u ally anything. Sierra Incorpo rates Gaogl e'.s "'Adwords" Into thelr med ia cha,ioe s s,o that those peopl e searching for c:ertafn keywords assoi:fated wit h o u r busl n,ess and fn,dustry, Slerra wm pop up on the first page of the search r esults. Sample : q ,-~-■ t:tlt\tft If It ,1t; . 'SIU,T • •.Lkt~ u~I IM ::T-..l~L 0 1ST l'CT • llLG tU,IM!Y'-o=.: Slietr.a Ai.L'Uan A""iOenCll ,. ,,.., 1 ,14.,I 1 Sirpbl 14'>5~1 MlnOR lffl!f1 1 .,. 11TI i• ,.,.. . ,~, ,. A,I AUOI ,. • ---. ,~7t 'A .... , ... ,,_,,, ................ 0.. WIIS:ID.liil I.IIAftDC IIDUDil,'f ro1111 fkUILfA I D I I II ~ ,-.&.N r ., •• 4 .. Q " na,.'/1~'4,. "--•ttl):iaall, ....... 0 - !ti ~ '5;I ~ 11! Afella Sk il l s, Store -Per Amazon's Alexa website, "Al exa l s .Amazon's c loud-bas ed volce sel'Vfi:e ava ll able on over 100 mllllon devices from Amazon and tihrlrdl -party d evice man ufactur,ers. Wit h Alexa, yo u can bui l d nat u ral volce experfenc:es that offer customers a more lntuftlve way t:o In t eract with t he techno l ogy they 11.lise every day." Alexa u,sers ask. theJr Alexa enab l ed die.vice: ".Alexa , Insta ll Slerra A uctlon Skll l " and once ft's been added to thei r clevlce, the user can ask "Alexa, what's my F,lash Briefing?" or"Ale:ica, w h at's In the ,news?"'. Sierra's most rnc:ent update an auc:tlons wm be read to the user. Newspaper IPu bllcatio s -Tradltlona l newspapers are sUII req ulred for c:ertafn agencies who have to statutorily place ads for thefr upcomlng sa le of their assets. Sierra a,ften takes thls burde n off of the agency by placing an ad I n t.h e Ar;lzona Republic, Ar izona Dally Star, and Ari ona Daily Te rrltorla I. Sample: EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 46 of 64 PUBLIC VEHICIJ.:E AU,C1f"ION !EVENT 'sa1. Ap ii mh ·r! aam i:ti; •iew Fri~" m-!:i:im 2§0 Sf!,i[ed &. ll!po CM. IJllt Tnid.$\ Y'w., & IP.he LIVE & ,QNLIN: BIDDING OPEN IO THI PU:BllC; Ol'lli ne Onl AUC ti Or1$ a ·ng 4/14 51)1'1'1 GOU:4t.7!2! m , W Cn11d A_ t ~~ Sie: rM.ue1imeQ -- PUBLIC VEHICLE AUCT IIONI EVENIT F ri .. June 141'h • · 2pm Pr v i v F r idoy 8o-'.4), u :10+ Ve-'h ~~II e~.t <: a rs, T1Lucks, SUVs :& V ,arns onrrn 1Onlly Ev,ernts ,c los mlil S11.md~iY 6/1 ,6 $pm L IVE & ONILII NE BI DIDH\1 1G OP IE:N T01 THE PIJBLIIC SMS Texti g Se rui.oos thro , gh11i'XT180-Fo r t hose fo llowe rs w ho w ant to be tex ted for upcomi ng au ct lo,ns an d In o rmatlon about Sie r ra, we al low t he o ll'ow er to si gn u p usl ng thei r cel1I n umbe r an d they are added to ou r r o ut l ng o , ou r t ext s we sen.d . Sam pl e: Message Previ ew Mu lp le Alm:lons chh 'IA'i,i,lc <1l Sii,r,a · V hi~ , E'quipm n,, Surplus. A~arms, On•i t e Aui: ·en-. mo~ • Info & Uidcli n o11i; www.Sferral\ucfon com 106.3 Ra dio Spots -Radlo adve rtlslng, m ost o'ft en on pr fm a11lly Hls pa nfc: statio ns, lh as been one o our bigges t expe ndit ures an d con ti nuall y p r ovldes mult ip le irnpr es si,on s ove r a 3-4 day ca1m pai gn leadi ng up t o an auc tJon. Sam ple: o.n USB d rlve EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 47 of 64 KGUN9 TV a!l'lld Mom in IBl 1e·nd TV Spots -Sfeir:ra takes adva·ntag,e i0 appeari n In l.ocal news broadcasts m promote Slerra auctio1ns and the auction In ustry. Samp le: on USB drive TV rotating messagitn,g displays -Both o Si erra's lotatlons have flat -screen s t ha mra e advertiis lng messages designed to 'keep, our g1uests i nformed about u pcomi ng auctions and events. Samp le: Buyer's lmrem.ory Guide jcata lagl-over 300 Ca af.ogs are pr nted In-house for each live sJmulcast and onllne auctlon, used by guests as a guide ta follow along with he auction . It lncludes Im portant In formation on te rms an.d conditlons as well as a brl.e'f descri ptia1n o each asset. Sam pie Cover: UPCO MIN G. AU CTl0tit5 t..rn 4 t.:'l'M,.,,..i,i._.zn .... .-.•a,-, (.{ll il1'1r!l0Nj'll1U'fl:10.IM1•%ff ; b:iia .. a::Nrt.H e11.1 . B:iw ... ii NI UPCO MIN G. AU CTl0tit5 t..rn 4 t.:'l'M,.,,..i,i._.zn .... .-.•a,-, (.{ll il1'1r!I IJNi' 111&9'fl:I 0.IMI. b:iia .. a::Nrt.H e11.1 . B:iw ... ii Arizona's Largest PubHc Auc tion P'leme wlslt us oin lm ahvww.Sie.-raAuction.ccm Prnpertv banne,rs ands g s -Sierra has great exposure to North and South bo nd G~ nd Avenue traffic and takes advan age of th ls with s1 nage. Sample ti-avellng southbound an Grand Avenue: EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 48 of 64 2019 Sponsor ship of car #93 In A.SCAR's Xfin:ity Se ll'li es -Sl e rra be l eve s a la rge portt ion of our potential buyer base fo llo ws NASCAR, s.o Sierra decided to b e he primary car sponsor fo rnce Jos h Blli ki'.s 93 race car in the Pho en f.it ISM Race way's sp rl ng and fa ll races . Sample: (also video on US B drivel EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 49 of 64 S edalized ma.rketing -specia lty as.set media col lateral ls used when ass,ets outside o·f t he no rm come I n to be sold and i nclude : Truck Paper-work true:k publlcatfon Control ler-A[rc ra ft publlcat[on Indus r l.al Marketplace -Indus.tr ial Equ.lpment publlcatfon EstateSa les.net-Persona l prope.rty and Est.ate sales onli ne publlratfon Auc:tlonZ[p-an auctlorieer dfrectory and se lli ng platform Un ivls ion -Hlspanfc: rad[o and TV , :sa.t-w •..t.J f'f I-.... 1 ...... ..,.._ ·-··-· •-·- ~··-· ...... f1!L'r11 1: Lil'IJt-:~I --------■ llllVY EQUIPMEINT IUICllON I·,. r ·1 t1 h · ..• :11• :Lt·,' i:' t 1 I, r,, ,•11 t lQUIP!IHNi AUCTION: SEPT 261" 2015 11t.4CfOIU. ~HUS{ F.lll/,IU . SNi17ftf .IIUHS. r)rltll"r fl!IICJ(S. SH.fl rr,iu:,u. BACKHOES. MOTORCYCLES. BOATS. l!Vi. A1WJ SO M!IC/1 MORE! 01&1 "IOW "'T WW'I/.SIERRAAIJJCTIO·I\I.COM r-·,i,::rr.t ,'11.J(t ir::n 16. Describe your V.ehide Pre·paration/Deta.illing C.apabil itnes .. Response: Sle·rra employs a staff of eight (8) plus a manager fr, Phoenfx to comp lete t he dally tasks of preparlng vehicles for auct lo.n. Dependfng on the cons ignor and the needs, emp loyees engage ln ve hfc le EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 50 of 64 prreparatio,n whlch includes decal removal, polrc-e vehicle equipment removal, lnte•rlor and exterior vacuum and ash, and ml nor .repairs suc h as ash assembly, 'fe nder clip, repalrs, window plastic far ln,operatlve wi ndows, and other simple no-cost repalrs. De pending on the vehlde, Sferra will also do minor rep,airs for a fee, such as battery rep lacement, key replacement, fuel pumps, and other smaller repairs. Furt:her details are found In Program Descrlptfon and Method of App,roach, Optlo.n 3. 17.De.scrilbe your bookkeeping and billing system during the Auction. Response: Penainlng to live auctions only, Slerrn operates up, to seven (71 cashlerin windows. The cash room team, c,onsistlng o·f a manager, assistant manager, and cashiers, arrives early o n auction day to p.repare to register bidders and cashler t he wlnne·rs of .assets t ,hroughout the day. Cash ta~en In during preview day and auction day Is plac ed Into a "TIDEL' machine, whlch clrlecks for forgeries and damaged bills as wel l as dollar count Once the cash rs lnsfde the machlne, the bank gives SJerra IMMED IATE credlt lnto 011r account and the money cann.ot be remove except for a Garda Security Dnlver with a set ,of keys to open the safe. Regfs ration -guests. regfster by showing ad ,ver's llcense and provldlng a $S00 refundab le d-eposft. I n turn, they receive a bld card wlth their blddler's number and the terms and condit[ons, and a catalog of asse s belng sold. Permanent'ly registered vehlde dea lers are e.xe.mpt from th e deposit req u rement. If the bidder is unsuccess ul, the deposit is returned on the same day. If the depos twas made as a cred[t card l\old, the card Is re leased Ith in 24 hours. 18 .. Describe your bookkeeping and billing system befo re the Auction. Response: Sierra's backend so~ware ls Auctlo,nFlex, to accurately prepare, manag,e, and ccount for -every consfg nor's ass et. ac h consignor Is provided a settlement statement, r evf ewed three (31 tlmes prfor to funds disbursemen·t to ensure acc u c:y. Our auction soft are Is !high ly flexible and can manage multlple commlsslon and expense programs, al lowfng for g,rea ·ter cons nor flexibility. Slerra wo,rks very haird to elfmlnate any rompllcatlons associated with asset acoo,unt[ng consfgned wit h us. We issue payments and a complete Consignor SeWement Report with asset spec! ,cs, to oonslgnors within 10-1S buslrness days fo ll owing the auction .. Tine Ciity never pays any expenses ,n advance, as these are deducted from auction generated proceeds. AuctfonFtex allows. for up t.o eight (8) User-Defined Ffe lds (UO-Fsl per asset class, so trackln,g th.e Cfty's own inventory numbers, case nu mbers, OI" any other requfred data can be captured and printed[ on th e Con.slgnor Orde.r or Consfgnor Set. lement Reports. 1'9. Describe how you handle and unsucoessfiul sale (check bounces,, customer r:efiu se,s to ta.ke dleHvery , ,etc .). EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 51 of 64 Response: The sc en ario of non-payi ng bfdders is an unfo.rtuna e event ln most auctions. These us ual ly occur when: • • • IBi dde 1r is , nrea d!!,able post-au ct ion a1111d doesn 't p ay by the dl eadli'ne . If t he bJdd er originates from the onlin e p latform, Sierra an.empts to oollec:t eit her $200 for surplus and firearms or $500 or vehlc les and heavy equlpment per our terms and condltloM. If In either cas-e, If th e bidder ails to contact us, we ban tihe buyer from future auctions. Wh en we move aver to the Proxlbld p latform, the bidder wfll also be banned from all other Pr,o)(ibld-hosted a11.1ctlons. The asset is p laced into the ne.x-1 avallab le auction. Bfdders who atte nd the lfve auctfon must p lace a $500 refu ndable deposit and If they do not pay for an asset they won, Sierra keeps t hel r $500 an.d, at Sierra's so le discretion, iill not let them bid at Slerra any lo nger. Bi dde r cla m s an ;;,eJl'lror" w as m ade while bi dd i ng o som eone else In t heir f amily b d u s n,g t liil,eir ac count; In other words, bidder c laims the winning bld placed was not hls/her fntent. The bfdder in the scenario has been in contact with us after .receiving an unpafd invoice via emai l and rs hoping t,o work something o ut. As noted above, we vi ii try to ool lect a "renege" fee per our terms and oondltl.ons and ff the customer agrees, we will allow them to oontlnue bidding In our auctlo n s. Oft:e n times, however, they a re not agree:a bl e to the re neg e fee, In w h I cih case w e wlll ban t hem as we clo when we: can't get In touch ith them. The asse-t is placed into the ne><t available auction. A;sset w a,s m pr operly des clll'i bed ,a1111.d/or as m is l'ead ing p hoto s. 11111 thfs situatio n, we wil l refu nd th e payme nt to t he buyer and S[erra will fix. the descrfptfon and/or photos and p lace th e asset Into t he next available auctlon. • A veh[d e t h at r,an, tili'uoug h our d rive~t lh.r,oug h a,ucuo an e cannol ,d\l,ang e g ea rs o r safely m ove o ut of the v eh icle ya r d d11.1e to a fa ulty t rans m i ssion t hat w.as pr evii ou,s ly un disd osed. I n Hus situation, so le ly at the auctioneers discretion, we wlll test t he ca r and ff t he problem exfsts as descrllbed, we wil l refu nd the buyer's mon ey. W e do not advertise this pollcy, but Sl er ra feels lt has an ethlral am:I mora l obligatfon t o protect the buyers rom buyillg bad ve hlc<les whe·n they are r epresented as a running, driving vehicle witho ut dlsc los-ecl issues. • P,ayme,nlt Is l nv,allid . Sierra does not accept perso nal or business c hecks as a m et hod of payment. When we can, we wi ll call the Issuing bank for a cas hier's check presented to us for payment to ensure I is not , raudulent. Ot her methods o payment ln which we take cautlon are when a dl.rect deposit into our one· of our three major bank acco u nts [s made using a persona l check. We hold all assets and/or title to the assets until t he check cile·ars -usual ly in 5-7 days. If th e c heck In returned for [nsufffcient funcls, w e, reach out to the buyer tio get another form ofvalid payment. I lt Is not provided to us in a time ly ma nner, we co ll apse t,he sa le and ban the bldder from future auctions. • IRehl sal of dell iv e·ry ,o r an ass eU s leh o n site p asuhe pick uprtime. Per our terms and ronditio ns, the buyer gives up owne rship of the: asset. afte,r an Items left ,on pro perty fo r longer than 7 d!ays. 20. Provi de Methods and Frequency for picki ng up fflhe surplus property from agenc:i,es for d isposal. Response: Sierra owns two large box trucks and employs a dl'ilver full~t[rne to oornplete asset pick -ups on a an al most dally basls, Monday throug h Friday, with some work days closed for drop-off due to the day EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 52 of 64 be ing p u blic preview of assets . We request that th,e age ncy provtde Sierra with an Asset T1ransfor Fo r m tlh:at l!!i mut ually agreed upo n by emamng lt to d,ell1ver@s ,Jer 1raauctlo:n .com. Usua l ly w ithi n 4 busln.ess h ours, ou r logl stlcs c:oordl n ator w i ll r espond w i th a plck up date an d t lme . We ask t h at pr ior to om arri"Va l, t he assets are pal letl2ed an d w r apped w h ere necessary and ar e brought to the groun d leve.l o r loadlng dock to ensu r e a .safe an d effl clent tralisfer in to t he tru,cik. hls sel'\l ice l s bll'led o ut to the agen ,cy and co ll ected throu gh a ded uction in tlh.e p r oceeds oft h,e asse t sa le. 21 .. Descrilbe Controls and Pr-ooedm,es fo:r tracking recei pt and disposal of agencies property, including the ability to 'ransm it to the agency a listing ,, by fixed asset number (i f one is assiignedl), description. and quantify· for accounting pu poses. Response: The agen ,cy cons ignme nt p.rocess begi n s w h en eit her assets are de llivered to Sferra 's locatton or an em all is ge n er ated by the age•ncv, w t h an attached Asset Tra1ns f er For m o r Manifest i de nt ~i ng the assets, requesting a plc k up . W ith Sier ra 's n ewest Agem:y -Controlled Asset Cr eation feaw re, an em ai l fro m t h e age ncy stat n g t h at assets wer e added lnto t heir ace.aun t would t r gge r Sierra pers.on nel to move tlhose assets l,nto an upcom l ng au ct lo.n. T he age n cy w ill have 2.4/7 access to see w her e his assets are In th.e se rll ing cycle and o n ce .so ld, wl ll be ab le to te ll w hen tli'le assets ar e• p ai d for and w hen a check Is Issued. If t he age ncy chooses to have Slerra cr eate t he asset record s, r epo r ts ran be ge n erated that Ill identify all assets that are ln the wor ks and/or have run thr ough t he Sier ra auct lon cyc le. Once so ld, the age ncy w ill 1re ceive a sett leme nt stateme nt t hat lndicates t h e Sie rra's auctlon lot number and In vent ory nu mbe r, an ldemlfyin g num be r from t h,e agency 1(~f on e is assigned ), qu antfty, descr l pt io,n, hammer p ri ce, expe nses , and total proceeds. A ny discrepa n cies ar e r epo r ted to t he agency prtor to the auctio,n. 22 .. Describe fr,equency or remittance to the agency aft:er the sale of surplus property .. Pleas,e provide a sample copy of a lieoonc"liation statement Response: Slerra cu r rently ma n age s t he co,nslg nor pa y ment process In acco r da nce . lit h othe r government age n cy r equ i re m ents. he follow ing processes ar e standard fo r pay m en t to the agency: • CoMi gn or ch ecks ar e m ai led wfthl1n 10-15 buslness days • Sierra's compa n y checks are t he sta n da r d m ethod o f pa yment • Payment rs m ade In full for so Jd an d paid for assets ExpeMes an d co m m iss.1on are ded ucted from t he auction p roceeds. I, t h e expe nses e:i<ceed the• proceeds, Sl e1rr a keeps this de f i cie ncy on file untll an oth er conslg n men t r e u est arri ves , to w h ich we t he n Ill app ly t he d,eflclency to that settlement. • Co u r t for feit ure an d/or RICO assets are typi cally treated sepa r ately from t he• rest of tlh,e sta n da rd sale lrtems 1.1rt lll2l ng a slmp le procedure to create a separate settleme nt statement and payment from t he r est of t he age ncy 's asset list. W hen it oomes to m ana In g the paymen ts from t he b uyers: • Cas hl ers are requlred to get manageme nt approval on any I nvoice t hat shows tax exe m pt stat us. EXHIBIT B QUESTIONNAIRE 2019205 Agreement – Sierra Auction Page 53 of 64 • Slerra co llects and remlts all sales/use tax where appllcable and also ma lntalns a database oflnms-action Priv lle e Tax Exe mp t fo n Certlflcates (AZ Form .5000) and requlres ea ch buslne.ss to keep a curre nt form o n fi le wll:h us at all tlmes. Sierra also takes additfona ll ste,p,s to ensure sales tax Is co ll ected where applicable. N'ew forms are required at the beginning of every year before a commercial buyer can ransact It h Sierra. • Slerra also tracks cash or cash e uivale nt payments over $10,000 b,y eM urlng t he b uyer fi ll s out an 8300 o rm. This s a mandated pmcedure requ lr,ed by t he Federal IRS. This Is crit ica ll y lmportant and what separates us from other respo ,ndents -Sierra assumes all risk and respons.ibiJlty for credit ca rd t ra nsact lons, chargebacks, ancl any other lss ues t 'hat arlse 1:hrough the use of a credit card. 23 .. Provide information on Insurance and Bondin g carried by Vendor for protecfng property in possession of Vendor and to protect .aga inst fraud , ~heft, and /or other loss. Response: Be lo Is our standard cert ficate of llablllty that would be Issued to t he City . ~ A~C<?,_Rtf CERTIFICATE OF LIABILITY INSURANCE I CIII.TC~l !i'21J20151 nws CERTFICATE IS ISSUED AS A MATTER Of INFORIAA llON OP«.\' ANO co,-::ERS NO RtGHTS UPO N lliE CElmFrC ATE HOLDER , n os CEFtllF.c:ATE DOES NOT AF FIRM4TIVELY OR NEGA TIVELY AMENI>, EXTEND OR ALTER lliE COVERAGE AFFORDED BY THE POUCIES l!IELOW. THIS C'ERTN-IC,UE OF INSURANCE OOH NOT CONS TIT UTE A CONTRACT BETWEE N THE ISSUI NG INSURER(S), •UTHORIZED AEPRESENTA TIVE OR PRODUCER. AN D THE CERTIF ICA TE HOLDER. IMPOATANIT: If Ille-certificate-IMMder is an AODlflONAL INSOO!O. lhe-pak}'lie:sJ musl ha~ Al>OITIONAL iNS.UAHI provisions m be endoned. ff tiUBIWGA.nON' IS Y'IANl!D , su~ lei the Rmn atd condiickcJ:s: of the: poicy, certain poiic ies m;11y r~uiR 1n eo:fon;m:ic:nt. A :rullemet1I 011 lhis catl6c1te does not coatB riahts to thl!; certlficae holilr:r 111 11e11 o f such 1utdcrsemer.ll(s l--...., ..... 1~1e;~·Plbnef'i.atzCISR Bf'OIMI & 8rcmn Insurance c• ftZ. Inc ~~Iii -602-66-4-7043 rt:.i_ ... 602-ffi-fP,43 280(t North Crn~I Ann!le, Sui'la 1600 Flllo811D(A1..8 !500◄ }Z~ mpul!tt:@bbt:hoe nix.a::rrn ·~ ...... "'"-11a1C • '44.IREfl.t. ~rpolnlMU:l.lal ln~t;-oM,Pal'lly 14w]11!5 f!IIU AEO SCAAU:M MU!l!il e . F.cteral ~not c ,.-...... n 20201 ~~~:U:~n~~:=.Tnte.· G&G ~was~ & N5lllll!II O .Aled W:,rid ~ l'JS• h:; , .... 3570 Gr11r'ld Ave 1 ..... nr ...... AlC& Sirnlu s ln1ura,oa Com""'""" "'""" Plloooix AZ8501 9 H!l.lflER I!: St.I~ Spe,ti'lillly I""1Vf~OQlil COqll;lny ..,,. NWft~ll r ~ ,!,1,th)-~ ln~f~ COil!""~ , .... COVERAGEfJ C:ERTI FICAHi NYMBli:~62939341 REVISION NUMBtR: lH:S IS ro CERTIFY l>IA.T THE f'OUC:E S OF ltcS.1..Rl,,tKl: LISTED BELOW Hl,\IE BEEH l:9SUED ro THE INSUFi.ED ~ ABOVE FOR TIE ?OUC't PERIOO lrDGAlED. t«JTWlHST.A."DNG N ff REClU~EJff. TERil CR C0NJHlott OF ""tl'I' CCNIRACT OR OTHER CXXU'll!ENT wm-1 RfiliPECT TO w-tCH THIS. CERTIFICATE MA't EIE ISSIJE0 OR MAY PERT,.,,IN, THE INS\."1\1«::E AFFOlll:ED B'I' TI-E POLICIES. OE:s01l:!BED 1-ERE!Tf 15 SUMECT TO 1\1...1. THE. TEFl:Nl5 , EXQJJ 81QtlS ~,0 Cc.:tOTlOl"MJ OF 8,1,,.t;H POUCIE-S. ,U "S $HOM-A MAY HA"'E et:a-l flf;l:)X;f08'1" PM) QJJMS c, X coriw;ACW.GlliN~IJl'llll,f.tY --........ ~=- 01:}fL~l:.l;;rJ,:n;; LUT AAOU:S :icR ~=·~~ L, .... X CThl:'I H!IOi" 1003Q018 1~19 24. Des,cri lbe your fi rm 's Add iti onal Vallue-Added Services. Please include any i1111n ovativ,e O[I!' unique appmaclh(es ) that provide value to the Oity. Respormse : .Appra1isa I Seirvices Sierra has staff members andl associate w ho are Lapable and/or cenlffedl to app ra lse ma ny asset dasses. We offer these s-erv fces to our customers and wou l d e.xtendl t h fs servlce to Cl v of Mesa In t he event lt rs deemed necessary to re quest an appraisa l of an ftem. Havfng ca pab le appraisers on staf f ensure u n rq ue and difficu lt to ide n lfy items t hat pass through an auction are properly advertised and garner t he highes t va l ue for our Li ems. EXHIBIT C PRICING 2019205 Agreement – Sierra Auction Page 54 of 64 Pursuant to all the contract specifications enumerated and described in this Agreement, Contractor agrees to furnish Auctioneering Services to the City of Mesa at the price(s) stated below. 1.6& nU .. 1.1:l..l'll~tC.I 11•6, olCI ln ... C'..:■ 1..U U I C' 'wll'j U I 1-.1 e .:,a Cl 'L U I C' ..,1 111,.C' .:I .:IL.G L.IC:L.11 ■...C'I U'lff'. On-site Auctions 1.1 Items 1.2 Motor Vehid es [standard vehi ctes, up to a nd in<:iluding 1 ton sizel 1.3 Motor Vehid es [heavy equipment. over one t on s·ize) 1.4 Firea rms 1.5 Evi d ence Items Transportation Fe,, Cost of Lab or Cost of Piekup Truck Cost of Flat bed Truck Cost of Sox Truc:k (24 FT ) Cost of 45' Tract o r Tra ~er o r Flat bed Towin g Fee • Moto rcycle fCityof M e,o ••M ' To w ing Fee -Ca r/Truck [°"'I .,..,...onr,1 •· •note : other usin-.g a ge.ncies -act ual cost 1.8 Decal Removal Pi cture 1 Picture 2 Pi cture 3 Door Full Vehi.cle 1.9 Cleaning/ Deta il Service Moto r V ehi cles (standa rd veh icles , u p to a nd i n el udin g 1 t on size } Mot o r V ehicles (h eavy equi pmen t , ov er o ne ton si~e) s s s s s s s s s s s s s s Se ll er1s Premium 1 7 .9096 0 .0096 0 .0096 1 2.9096 1 5.9096 40.00 10.00 100.00 40.00 12:5 .00 00 .00 00.00 2:5 .00 00.00 00.00 2:5 .00 12:5 .00 2:5 .00 75.00 Buyer's Pr-emium 12% t iered t iered 12.00% 12.00% Pe:r H our. P er Person P..-Hour P..-Hou, P e r Hou, P..-Hou, P..-Ve h icte P..-Ve h ic[e P..-Ve h icfe Pe;rVe h icle P e r Veh icfe Pe;rVe h icte Pe;rVe h icfe Pe<r V e h icfe P..-V e h ic[e j 1.21 Sta n.-d·ard Vehide,s Buyer's Premium Tier ed Program Range Buyer's Premium From B id Amount To B id Amount Gen era I Pub tic Dealers Only so $499 $75 $75 $,500 $999 $12.5 $125 $1,000 $1,499 $195 $195 $1,500 $1,999 $295 $295 $2000 $2 999 $39 5 $395 $3,000 $3,999 $495 $495 $4,000 $4,999 $595 $59 5 $5,000 $5,999 $695 $695 S6,000 and above 12% 1 0%, [13) Heavy E.qui pme.nt Buye r's Pr emium T iered Program Range From B id To B id Amount Buye ...-s Pre,mium Amount so $499 $75 $500 $999 $12.5 $1,000 $1,499 $19 5 $1,500 $1,999 $29 5 $2000 $2 999 $39 5 $3000 $3 999 $49 5 $4,000 $4,999 $595 $5,000 $.5 ,999 $695 $6,000 and above 12% EXHIBIT C PRICING 2019205 Agreement – Sierra Auction Page 55 of 64 1.10 1.11 2..1 2..2 Addit ional Equi1>men t Fee For~lift De li'llll!ry Fo r klift Use/Operato r Re mova l of Push Bar R,e moval of Pdson e .r Screen Dupli cat e, Key li re Repair Battery Repla cement Fe,es "Other " Ho urly rate, o n ly upon approv a l f rom Department prio r to co mme.ncing. (Th is fe.e i s for use in m aki.ng i mpr-ove,ments t o an as.set that would in crease the va lu e, of sale) O n line Auctions:* Online Purch ases-Us in g a ge,n cydoes a ll tt,e, work EXC EPT collect payment (con tractonoe ~ponsi b il",ty j OPTI O NAL : Coo t r a cto r oomes lo t he u5 in g agency a nd p h otographs, describes, a nd places a ssets. in to a t im ed ) o.n line o nl y a u ct1ion • timed a u ctions only, not live /online s imulca.st . As a n o ption, a buyer 's premium can be cha.-ged and a corre·sponding a dj ustment w ill be made on the S e lle.r 's Prem i um to oorrespond w ith the ov era ll net percentage s s s s s s s 50Jllll 40.00 2:5 .00 2:5 .00 S50JS95 15 .00 60.00 40.00 Se ler's Premiu m 6 ,096 10 ,096 Each Per Hou , Each Each Each. s!anda,d/ch ip Eac h Each Pe r Hour Buye,r 's Pre m ium 0 .096 0.096 Notes Thi s ra te re q us es lhe using agency to list llh e asset (p hoto, desoribe, an d 1places asset in to • tim ed, onFl ne a.uctio n I & defrve r titl e an d asse~s). oontra.ctor ads e rtises and collects fu ll pa11ffl ent includillg an v sales tax an d re mits net proceeds to oily and ta~es oo llected to the state. C.On t ra cto r does a'.11 of th e wo.rl: EXCEPT fo .r tii tfe tr.a ns:fe:r .a nd road i g out as.sets to buyer an d/o r sh"pp ·ng if a p pf,c able Se.ll er1:s: Buye.r 1s Fi:rea r ms a nd Ev idence Items P,rem i·um Premiu m 3.1 Firnarms 3.2 E,idence Items 3.3 Ol ea nin g / lii oharard Fe,e 3.4 Fi r earms Dest ructio n Oth er Fees O n li ne Bi dder Fee ~bu yer pa ys'I Credit Ca r-d Fee ~buyer pays l V e hicle B.atteiry Replsc:e me;n t -non-staooa rd {Heavy } Gas -l mini m l!lm 2 ga llonsl Meclil:a 111 ic a I Repa i rs H1dcfen Com p a rtrne:nt W e kfin.g Ve hicle Apprai sa I Personal Plro;pe ny Apprais a I Am:lilentic ati on /qua lity t:es t i ng fee for preciol!IS metals Title in ruranc:e and tlra nsfer fee (ltruyer pays'I Hea vy To ~., (oo n -.sta n dar-d vehicle} s s 12.9% 1296 15.9% 1296 2 □0 .□0 30.00 Pe..- Fl'earm P,er- F ft'a rm :Sso.oo l pe:r ve h i e), 2%. Per Note: o nly fi rea rms with a va lu e above $~DO w ill be rnn sider ed for th.is ser,ioe. All others w ill be ta.gged tor destruction. Note: Before and aiter p hotos w,11 be ta ken an d p rovided to the agency. Agency ih as ~he option 0 1 t eep·n.g fi r ea rm fo r d is posal . 1.:/innin.g lheallfY esq u i p, .596 Bid othe r- Per 3,96 Winnin.g Bi:d actl!l al cost Pe,r V ehid e $4.00 pear ga ll o n Estimated per-,unit $150 .00 + per-,unit $25.00 per-1unit $85.00 pe:r llo·ur- $5 .00 per p i ece $45.00 Pe,r V e h id e actl!l al cost Pe,r V ehicloe EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 56 of 64 1. INDEPENDENT CONTRACTOR. It is expressly understood that the relationship of Contractor to the City will be that of an independent contractor. Contractor and all persons employed by Contractor, either directly or indirectly, are Contractor’s employees, not City employees. Accordingly, Contractor and Contractor’s employees are not entitled to any benefits provided to City employees including, but not limited to, health benefits, enrollment in a retirement system, paid time off or other rights afforded City employees. Contractor employees will not be regarded as City employees or agents for any purpose, including the payment of unemployment or workers’ compensation. If any Contractor employees or subcontractors assert a claim for wages or other employment benefits against the City, Contractor will defend, indemnify and hold harmless the City from all such claims. 2. SUBCONTRACTING. Contractor may not subcontract work under this Agreement without the express written permission of the City. If Contractor has received authorization to subcontract work, it is agreed that all subcontractors performing work under the Agreement must comply with its provisions. Further, all agreements between Contractor and its subcontractors must provide that the terms and conditions of this Agreement be incorporated therein. 3. ASSIGNMENT. This Agreement may not be assigned, either in whole or in part, without first receiving the City’s written consent. Any attempted assignment, either in whole or in part, without such consent will be null and void and in such event the City will have the right, at its option, to terminate the Agreement. No granting of consent to any assignment will relieve Contractor from any of its obligations and liabilities under the Agreement. 4. SUCCESSORS AND ASSIGNS, BINDING EFFECT. This Agreement will be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. 5. NO THIRD-PARTY BENEFICIARIES. This Agreement is intended for the exclusive benefit of the parties. Nothing set forth in this Agreement is intended to create, or will create, any benefits, rights, or responsibilities in any third parties. 6. NON-EXCLUSIVITY. The City, in its sole discretion, reserves the right to request the materials or services set forth herein from other sources when deemed necessary and appropriate. No exclusive rights are encompassed through this Agreement. 7. AMENDMENTS. There will be no oral changes to this Agreement. This Agreement can only be modified in a writing signed by both parties. No charge for extra work or material will be allowed unless approved in writing, in advance, by the City and Contractor. 8. TIME OF THE ESSENCE. Time is of the essence to the performance of the parties’ obligations under this Agreement. 9. COMPLIANCE WITH APPLICABLE LAWS. a. General. Contractor must procure all permits/licenses and pay all charges and fees necessary and incidental to the lawful conduct of business. Contractor must stay fully informed of existing and future federal, state, and local laws, ordinances, and regulations that in any manner affect the fulfillment of this Agreement and must comply with the same at its own expense. Contractor bears full responsibility for training, safety, and providing necessary equipment for all Contractor personnel to achieve compliance throughout the term of the Agreement. Upon request, Contractor will demonstrate to the City's satisfaction any programs, procedures, and other activities used to ensure compliance. b. Drug-Free Workplace. Contractor is hereby advised that the City has adopted a policy establishing a drug-free workplace for itself and those doing business with the City to ensure the safety and health of all persons working on City contracts and projects. Contractor will require a drug-free workplace for all Contractor personnel working under this Agreement. Specifically, all Contractor personnel who are working under this Agreement must be notified in writing by Contractor that they are prohibited from the manufacture, distribution, dispensation, possession, or unlawful use of a controlled substance in the workplace. Contractor agrees to prohibit the use of intoxicating substances by all Contractor personnel EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 57 of 64 and will ensure that Contractor personnel do not use or possess illegal drugs while in the course of performing their duties. c. Federal and State Immigration Laws. Contractor agrees to comply with the Immigration Reform and Control Act of 1986 (IRCA) in performance under this Agreement and to permit the City and its agents to inspect applicable personnel records to verify such compliance as permitted by law. Contractor will ensure and keep appropriate records to demonstrate that all Contractor personnel have a legal right to live and work in the United States. i. As applicable to Contractor, under the provisions of A.R.S. § 41-4401, Contractor hereby warrants to the City that Contractor and each of its subcontractors will comply with, and are contractually obligated to comply with, all federal immigration laws and regulations that relate to their employees and A.R.S. § 23-214(A) (hereinafter collectively the “Contractor Immigration Warranty”). ii. A breach of the Contractor Immigration Warranty will constitute a material breach of this Agreement and will subject Contractor to penalties up to and including termination of this Agreement at the sole discretion of the City. iii. To ensure Contractor and its subcontractors are complying with the Contractor Immigration Warranty, the City retains the legal right to conduct random verification of the employment records of any Contractor or subcontractor employee who works on this Agreement, including the inspection of the papers of such employees. Contractor agrees to assist the City in regard to any random verification performed. iv. Neither Contractor nor any subcontractor will be deemed to have materially breached the Contractor Immigration Warranty if Contractor or subcontractor establishes that it has complied with the employment verification provisions prescribed by Sections 274a and 274b of the Federal Immigration and Nationality Act and the E-Verify requirements prescribed by A.R.S. § 23-214(A). d. Nondiscrimination. Contractor understands and acknowledges that it is the policy of the City of Mesa to promote non-discrimination. As such, Contractor represents and warrants that it does not discriminate against any employee or applicant for employment or person to whom it provides services because of race, color, national origin, age, disability, religion, sex, sexual orientation, gender identity and expression, veterans’ status, marital status, or genetic information, and represents and warrants that it complies with all applicable federal, state, and local laws and executive orders regarding employment. In performance under this Agreement, Contractor and Contractor’s personnel will comply with applicable provisions of the following laws (as amended): Title VII of the U.S. Civil Rights Act of 1964, Section 504 of the Federal Rehabilitation Act, the Americans with Disabilities Act (42 U.S.C. § 12101 et seq.), and any other applicable non-discrimination laws and rules. e. State Sponsors of Terrorism Prohibition. Per A.R.S. § 35-392, Contractor must not be in violation of section 6(j) of the Federal Export Administration Act and subsequently prohibited by the State of Arizona from selling goods or services to the City. f. Israel Boycott Divestments. In accordance with the requirements of A.R.S. § 35-393.01, if the Agreement requires Contractor to acquire or dispose of services, supplies, information technology or construction with a value of $100,000 or more, then, by entering into this Agreement, Contractor certifies that it is not currently engaged in, and agrees for the duration of the Agreement to not engage in, a boycott of goods and services from Israel. 10. SALES/USE TAX, OTHER TAXES. a. Contractor is responsible for the payment of all taxes including federal, state, and local taxes related to or arising out of Contractor’s services under this Agreement including, by way of illustration but not limitation, federal and state income tax, Social Security tax, unemployment insurance taxes, and any other taxes or business license fees, as required. If any taxing authority should deem Contractor or Contractor employees an employee of the City, or should EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 58 of 64 otherwise claim the City is liable for the payment of taxes that are Contractor’s responsibility under this Agreement, then Contractor will indemnify the City for any tax liability, interest, and penalties imposed upon the City. b. The City is exempt from paying certain federal excise taxes and will furnish an exemption certificate upon request. The City is not exempt from state and local sales/use taxes. 11. AMOUNTS DUE THE CITY. Contractor must be current and remain current in all obligations, whether or not related to the Agreement, due to the City during the performance of services under the Agreement. Payments to Contractor may be offset by any delinquent amounts due the City or fees and charges owed to the City. 12. PUBLIC RECORDS. Contractor acknowledges that the City is a public body, subject to Arizona’s public records laws (A.R.S. § 39-121 et seq.) and any documents related to this Agreement may be subject to disclosure pursuant to state law in response to a public records request or to subpoena or other judicial process. a. If Contractor believes documents related to the Agreement contain trade secrets or other proprietary data, Contractor must have notified the City pursuant to Mesa Procurement Rules Section 2.1 or notified the City with a notification statement specifically identifying the trade secrets or other proprietary data that Contractor believes should remain confidential. b. In the event the City determines it is legally required to disclose pursuant to law any documents or information Contractor deems confidential trade secrets or proprietary data, the City, to the extent possible, will provide Contractor with prompt written notice by certified mail, fax, email or other method that tracks delivery status of the requirement to disclose the information so Contractor may seek a protective order from a court having jurisdiction over the matter or obtain other appropriate remedies. The notice will include a time period for Contractor to seek court ordered protection or other legal remedies as deemed appropriate by Contractor. If Contractor does not obtain such court ordered protection by the expiration of said time period, the City may release the information without further notice to Contractor. 13. AUDITS AND RECORDS. Contractor must preserve the records related to this Agreement for six (6) years after completion of the Agreement. The City or its authorized agent reserves the right to inspect any records related to the performance of work specified herein. In addition, the City may inspect all payroll, billing or other relevant records kept by Contractor in relation to the Agreement. Contractor will permit such inspections and audits during normal business hours and upon reasonable notice by the City. The audit of records may occur at Contractor’s place of business or at City offices, as determined by the City. 14. BACKGROUND CHECK. In accordance with the City’s current background check policies, the City may conduct criminal, driver history, and all other requested background checks of Contractor personnel who would perform services under the Agreement who will have access to the City’s information, data, or facilities. Any officer, employee, or agent that fails the background check must be replaced immediately for any reasonable cause not prohibited by law. 15. SECURITY CLEARANCE AND REMOVAL OF CONTRACTOR PERSONNEL. The City will have final authority, based on security reasons: (i) to determine when security clearance of Contractor personnel is required; (ii) to determine the nature of the security clearance, up to and including fingerprinting Contractor personnel; and (iii) to determine whether any individual or entity may provide services under this Agreement. If the City objects to any Contractor personnel for any reasonable cause not prohibited by law, then Contractor will, upon notice from the City, remove any such individual from performance of services under this Agreement. 16. DEFAULT. a. A party will be in default of the Agreement if that party: EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 59 of 64 i. Is or becomes insolvent or is a party to any voluntary bankruptcy or receivership proceeding, makes an assignment for a creditor, or there is any similar action that affects Contractor’s capability to perform under the Agreement; ii. Is the subject of a petition for involuntary bankruptcy not removed within sixty (60) calendar days; iii. Conducts business in an unethical manner as set forth in the City Procurement Rules Article 7 or in an illegal manner; or iv. Fails to carry out any term, promise, or condition of the Agreement. b. Contractor will be in default of this Agreement if Contractor is debarred from participating in City procurements and solicitations in accordance with Article 6 of the City’s Procurement Rules. c. Notice and Opportunity to Cure. In the event a party is in default then the other party will provide written notice to the defaulting party of the default. The defaulting party will have thirty (30) days from receipt of the notice to cure the default, unless the default is of a nature that it is reasonably anticipated to affect the health, safety or welfare of the public and, in such an event, the non-defaulting party may require a minimum seven (7) days to cure the default from the date of receipt of the notice; the cure period may be extended by mutual agreement of the parties, but no cure period may exceed ninety (90) days. A default notice will be deemed to be sufficient if it is reasonably calculated to provide notice of the nature and extent of such default. Failure of the non-defaulting party to provide notice of the default does not waive any rights under the Agreement. Failure of the defaulting party to cure the default will entitle the non- defaulting party to the election of remedies specific to the party as set forth in section 17 below. d. Anticipatory Repudiation. Whenever the City in good faith has reason to question Contractor’s intent or ability to perform, the City may demand that Contractor give a written assurance of its intent and ability to perform. In the event demand is made and no written assurance is given within ten (10) calendar days, the City may treat this failure as an anticipatory repudiation of the Agreement entitling the City to terminate the Agreement in accordance with section 17(a) below. 17. REMEDIES. The remedies set forth in this Agreement are not exclusive. Election of one remedy will not preclude the use of other remedies. In the event of default: a. The non-defaulting party may terminate the Agreement, and the termination will be effective immediately or at such other date as specified by the terminating party. b. The City may purchase the services or materials required under the Agreement from the open market, complete required work itself, or have it completed at the expense of Contractor. If the cost of obtaining substitute services exceeds the contract price in the Agreement, the City may recover the excess cost by: (i) requiring immediate reimbursement by the Contractor to the City; (ii) deduction from an unpaid balance due to Contractor; (iii) collection against the proposal and performance security, if any; (iv) collection against liquidated damages (if applicable); or (v) a combination of the aforementioned remedies or other remedies as permitted by law. Costs in this Subsection (b) include any and all, fees, and expenses incurred in obtaining substitute services and expended in obtaining reimbursement including, but not limited to, administrative expenses, attorneys’ fees, and costs. c. The non-defaulting party will have all other rights granted under this Agreement and all rights at law or in equity that may be available to it. d. Neither party will be liable for incidental, special, or consequential damages. 18. CONTINUATION DURING DISPUTES. Contractor agrees that during any dispute between the parties, Contractor will continue to perform its obligations until the dispute is settled, instructed to cease performance by the City, enjoined or prohibited by judicial action, or otherwise required or obligated to cease performance by other provisions in this Agreement. EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 60 of 64 19. TERMINATION FOR CONVENIENCE. The City reserves the right to terminate this Agreement, in part or in whole, for its sole convenience upon thirty (30) calendar days’ written notice. Contractor acknowledges that, as with any termination permitted under this Agreement, in the event of a termination for convenience, Contractor is only entitled to payment in accordance with section 22 (Payment to Contractor Upon Termination); Contractor will not be entitled to any anticipated lost profits had the Agreement been performed to completion. 20. TERMINATION FOR CONFLICT OF INTEREST (A.R.S. § 38-511). Pursuant to A.R.S. § 38-511, the City may cancel this Agreement within three (3) years after its execution, without penalty or further obligation, if any person significantly involved in initiating, securing, drafting, or creating the Agreement for the City becomes an employee or agent of Contractor. 21. TERMINATION FOR NON-APPROPRIATION AND MODIFICATION FOR BUDGETARY CONSTRAINT. The City is a governmental agency which relies upon the appropriation of funds by its governing body to satisfy its obligations. If the City reasonably determines it does not have funds to meet its obligations under this Agreement, the City will have the right to terminate the Agreement without penalty on the last day of the fiscal period for which funds were legally available. In the event of such termination, the City agrees to provide written notice of its intent to terminate thirty (30) calendar days prior to the stated termination date. 22. PAYMENT TO CONTRACTOR UPON TERMINATION. Upon termination of this Agreement for any reason, Contractor will be entitled only to payments authorized under the Agreement for those services performed or materials provided in accordance with the Agreement up to the date of termination, and any authorized expenses already incurred up to such date of termination. The City will make final payment within thirty (30) calendar days after the City has both completed its appraisal of the materials and services provided and received Contractor’s properly prepared final invoice. 23. NON-WAIVER OF RIGHTS. There will be no waiver of any provision of this Agreement unless approved in writing and signed by the waiving party. Failure or delay to exercise any rights or remedies provided herein or by law or in equity, or the acceptance of, or payment for, any services hereunder, will not release the other party of any of the warranties or other obligations of the Agreement and will not be deemed a waiver of any such rights or remedies. 24. INDEMNIFICATION; LIABILITY. a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify and hold harmless the City, its elected officials, agents, representatives and employees (collectively, including the City, “City Personnel”) from and against any and all liabilities, demands, claims, suits, penalties, obligations, losses, damages, causes of action, fines or judgments of any kind, including costs, attorneys’, witnesses’ and expert witnesses’ fees, and expenses incident thereto (all of the foregoing, collectively “Claims”) imposed upon or asserted against City Personnel by a third party relating to, arising out of or resulting from, in whole or in part: (i) services or materials provided under this Agreement by Contractor or its officers’, agents’, or employees’ (collectively, including Contractor, “Contractor Personnel”): (ii) negligent acts, errors, mistakes or omissions of Contractor Personnel; or (iii) failure of Contractor Personnel to comply with or fulfill the obligations established by this Agreement. Contractor’s indemnification, duty to defend and hold harmless City Personnel in this Subsection (a) will apply to all Claims against City Personnel except Claims arising solely from the negligence or intentional acts of City Personnel. b. The City assumes no liability for the actions of Contractor Personnel and will not indemnify or hold Contractor Personnel or any third party harmless for Claims relating to, arising out of or resulting from, in whole or in part, this Agreement or use of Contractor Personnel-provided services or materials. 25. WARRANTY. Contractor warrants that the services and materials will conform to the requirements of the Agreement. Additionally, Contractor warrants that all services will be performed in a good, workman-like and professional manner. The City’s acceptance of services or materials provided by Contractor will not relieve Contractor from its obligations under this warranty. If the City EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 61 of 64 reasonably determines any materials or services are of a substandard or unsatisfactory manner, Contractor, at no additional charge to the City, will provide materials or redo such services until in accordance with this Agreement and to the City’s reasonable satisfaction. Unless otherwise agreed, Contractor warrants that materials will be new, unused, of most current manufacture and not discontinued, will be free of defects in materials and workmanship, will be provided in accordance with manufacturer's standard warranty for at least one (1) year unless otherwise specified, and will perform in accordance with manufacturer's published specifications. 26. THE CITY’S RIGHT TO RECOVER AGAINST THIRD PARTIES. Contractor will do nothing to prejudice the City’s right to recover against third parties for any loss, destruction, or damage to City property and will, at the City’s request and expense, furnish to the City reasonable assistance and cooperation in obtaining recovery, including assistance in the prosecution or defense of suit and the execution of instruments of assignment in favor of the City. 27. NO GUARANTEE OF WORK. Contractor acknowledges and agrees: (i) it is not entitled to deliver any specific amount of materials or services, or any materials or services at all, under this Agreement; and (ii) the materials or services will be requested by the City on an as needed basis, at the sole discretion of the City. Any document referencing quantities or performance frequencies represent the City's best estimate of current requirements, but will not bind the City to purchase, accept, or pay for materials or services which exceed its actual needs. 28. OWNERSHIP. All deliverables, services, and information provided by Contractor or the City pursuant to this Agreement (whether electronically or manually generated) including without limitation, reports, test plans, and survey results, graphics, and technical tables, originally prepared in the performance of this Agreement, are the property of the City and will not be used or released by Contractor or any other person except with prior written permission by the City. 29. USE OF NAME. Contractor will not use the name of the City of Mesa in any advertising or publicity without obtaining the prior written consent of the City. 30. PROHIBITED ACTS. Contractor acknowledges the applicability of A.R.S. § 38-504 which prohibits a person who, within the preceding twelve (12) months, is or was a public officer or employee of the City from representing another person (including Contractor) before the City on any matter for which the officer or employee was directly concerned and personally participated in during their service or employment by a substantial and material exercise of administrative discretion. Further, while employed by the City and for two (2) years thereafter, public officers or employees are prohibited from disclosing or using, without appropriate authorization, any confidential information acquired by such person in the course of his or her official duties at the City. 31. FOB DESTINATION FREIGHT PREPAID AND ALLOWED. All deliveries will be FOB destination freight prepaid and allowed unless otherwise agreed. 32. RISK OF LOSS. Contractor agrees to bear all risk of loss, injury, or destruction of Contractor’s goods or equipment incidental to Contractor providing the services and materials under this Agreement and such loss, injury, or destruction will not release Contractor from any obligation hereunder. 33. SAFEGUARDING CITY PROPERTY. Contractor will be responsible for any damage or loss to City real or personal property when such property is the responsibility of or in the custody of Contractor or its personnel. 34. WARRANTY OF RIGHTS. Contractor warrants it has title to, or the right to allow the City to use, the materials and services being provided, and that the City may use same without suit, trouble or hindrance from Contractor or third parties. 35. PROPRIETARY RIGHTS INDEMNIFICATION. Without limiting the warranty in section 34, Contractor will without limitation and at its expense defend the City against all claims asserted by any person that anything provided by Contractor infringes a patent, copyright, trade secret or other intellectual property right and must, without limitation, pay the costs, damages and attorneys' fees awarded against the City in any such action, or pay any settlement of such action or claim. Each EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 62 of 64 party agrees to notify the other promptly of any matters to which this provision may apply and to cooperate with each other in connection with such defense or settlement. If a preliminary or final judgment is obtained against the City’s use or operation of the items provided by Contractor hereunder or any part thereof by reason of any alleged infringement, Contractor will, at its expense and without limitation, either: (a) modify the item so that it becomes non-infringing; (b) procure for the City the right to continue to use the item; (c) substitute for the infringing item other item(s) having at least equivalent capability; or (d) refund to the City an amount equal to the price paid, less reasonable usage, from the time of installation acceptance through cessation of use, which amount will be calculated on a useful life not less than five (5) years, plus any additional costs the City may incur to acquire substitute supplies or services. 36. CONTRACT ADMINISTRATION. The contract will be administered by the applicable Purchasing Officer and/or an authorized representative from the using department (collectively “Contractor Administrators”); all questions regarding the Agreement will be referred to the Contract Administrators. If authorized by the Contract Administrators, supplements or amendments may be written to the Agreement for the addition or deletion of services. Payment will be negotiated and determined by the Contract Administrators. 37. FORCE MAJEURE. Failure by either party to perform its duties and obligations will be excused by unforeseeable circumstances beyond its reasonable control, including acts of nature, acts of the public enemy, riots, fire, explosion, legislation, and governmental regulation. The party whose performance is so affected will, within five (5) calendar days of the unforeseeable circumstance, notify the other party of all pertinent facts and identify the force majeure event. The party whose performance is so affected must also take all reasonable steps, promptly and diligently, to prevent such causes if it is feasible to do so or to minimize or eliminate the effect thereof. The delivery or performance date will be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay, provided however, under no circumstances will delays caused by a force majeure extend beyond one hundred-twenty (120) calendar days from the scheduled delivery or completion date of a task unless agreed upon by the parties. 38. COOPERATIVE USE OF CONTRACT. The City has entered into various cooperative purchasing agreements with other Arizona government agencies, including the Strategic Alliance for Volume Expenditures (SAVE) cooperative. Under the SAVE Cooperative Purchasing Agreement, any contract may be extended for use by other municipalities, school districts and government agencies in the State of Arizona with the approval of Contractor. Any such usage by other entities must be in accordance with the statutes, codes, ordinances, charter and/or procurement rules and regulations of the respective government agency. The City currently holds or may enter into Intergovernmental Governmental Agreements (IGA) with numerous governmental entities. These agreements allow the entities, with the approval of Contractor, to purchase their requirements under the terms and conditions of this Agreement. A contractor, subcontractor or vendor or any employee of a contractor, subcontractor or vendor who is contracted to provide services on a regular basis at an individual school shall obtain a valid fingerprint clearance card pursuant to title 41, chapter 12, article 3.1. A school district governing board shall adopt policies to exempt a person from the requirements of this subsection if the person's normal job duties are not likely to result in independent access to or unsupervised contact with pupils. A school district, its governing board members, its school council members and its employees are exempt from civil liability for the consequences of adoption and implementation of policies and procedures pursuant to this subsection unless the school district, its governing board members, its school council members or its employees are guilty of gross negligence or intentional misconduct. Additionally, Contractor will comply with the governing body’s fingerprinting policy of each individual school district and public entity. Contractor, subcontractors, vendors and their employees will not provide services on school district properties until authorized by the school district. EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 63 of 64 Orders placed by other agencies and payment thereof will be the sole responsibility of that agency. The City is not responsible for any disputes arising out of transactions made by others. 39. FUEL CHARGES AND PRICE INCREASES. No fuel surcharges will be accepted. No price increases will be accepted without proper request by Contractor and response by the City’s Purchasing Division. 40. NOTICES. All notices to be given pursuant to this Agreement must be delivered to the parties at their respective addresses. Notices may be sent via personally delivery, certified or registered mail with postage prepaid, overnight courier, or facsimile. If provided by personal delivery, receipt will be deemed effective upon delivery. If sent via certified or registered mail, receipt will be deemed effective three (3) calendar days after being deposited in the United States mail. If sent via overnight courier, or facsimile, receipt will be deemed effective two (2) calendar days after the sending thereof. 41. GOVERNING LAW, FORUM. This Agreement is governed by the laws of the State of Arizona. The exclusive forum selected for any proceeding or suit, in law or equity, arising from or incident to this Agreement will be Maricopa County, Arizona. 42. INTEGRATION CLAUSE. This Agreement, including all attachments and exhibits hereto, supersede all prior oral or written agreements, if any, between the parties and constitutes the entire agreement between the parties with respect to the work to be performed. 43. PROVISIONS REQUIRED BY LAW. Any provision required by law to be in this Agreement is a part of this Agreement as if fully stated herein. 44. SEVERABILITY. If any provision of this Agreement is declared void or unenforceable, such provision will be severed from this Agreement, which will otherwise remain in full force and effect. The parties will negotiate diligently in good faith for such amendment(s) of this Agreement as may be necessary to achieve the original intent of this Agreement, notwithstanding such invalidity or unenforceability. 45. SURVIVING PROVISIONS. Notwithstanding any completion, termination, or other expiration of this Agreement, all provisions which, by the terms of reasonable interpretation thereof, set forth rights and obligations that extend beyond completion, termination, or other expiration of this Agreement, will survive and remain in full force and effect. Except as specifically provided in this Agreement, completion, termination, or other expiration of this Agreement will not release any party from any liability or obligation arising prior to the date of termination. 46. A.R.S. SECTIONS 1-501 and 1-502. Pursuant to A.R.S §§ 1-501 and 1-502, any person who applies to the City for a local public benefit (the definition of which includes a grant, contract or loan) must demonstrate his or her lawful presence in the United States. As this Agreement is deemed a local public benefit, if Contractor is an individual (natural) person or sole proprietorship, Contractor agrees to sign and submit the necessary documentation to prove compliance with the statutes if applicable. 47. AUTHORITY. Each party hereby warrants and represents that it has full power and authority to enter into and perform this Agreement, and that the person signing on behalf of each is properly authorized and empowered to enter into the Agreement. Each party further acknowledges that it has read this Agreement, understands it, and agrees to be bound by it. 48. UNIFORM ADMINISTRATIVE REQUIREMENTS. By entering into this Agreement, the Contractor agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, PART 200— UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200 et seq. 49. PCI DSS Compliance. In the event any Contractor engages in payment card transactions as a part of the services provided to the City, Contractor shall comply with the Payment Card Industry Data Security Standards (“PCI DSS”) and any amendments or restatements of the PCI DSS during the Term of this Agreement. Contractor accepts responsibility for the security of the City’s and/or EXHIBIT D MESA STANDARD TERMS AND CONDITIONS 2019205 Agreement – Sierra Auction Page 64 of 64 any customer’s credit card data in its possession, even if all or a portion of the services to City are subcontracted to third parties. EXHIBIT B TO COOPERATIVE SERVICES AGREEMENT BETWEEN THE TOWN OF FOUNTAIN HILLS AND SIERRA AUCTION MANAGEMENT, INC. [Fee Schedule] See following pages. EXHIBIT B PRICING � Of'l•lite Auctlot'IS 1 l ttems 12 Mot.Dr Vehide-s [standard v�hicJes, up to and ln<luding 1 ton si:ze-J 1.3 Moto.r Vehide-s (heavy equipment, ov-e-r one ton si.r.e} u Ffrearm.s l.5 Evidenc-e ltems Transportation Fe.e C-05t of Labor Co,t of flatbed Trnck Co:s:t of 45' TractorTrat1e.r- or Fta1bed ..,note: other using ag_en�� -actual cost 1.& Deni Remov�J Pimu-e 1 Pk:tYre 2 Picrure 3 C..,oor �uil Vehicie 19 C1eanini; / Detail S..,vice Seller's Premium 17.90'1,i o.ooi, 0.0<m 129016 15.,o,Jo $ 4000 :s 10.00 .li 10000 $ �O.oo s 125.00 $ 50.00 s 50.00 $ 25.00 $ &LOO $ 50.00 $ 2500 s 12�00 Bu'{llt's P-cesnkam 12% tiered tiered 12.00% 12.00'!' Oe,r Hour, Per Person 0e,-,- HOJ.Jr PeJ Ho>Jf P�rHour Pe-HO<Jr Pe-:rYehiele ?er 1/eNc!e PerVe1'ic!e Pe<V"11icle Pe-rVe,icl<, PerVehicl<, ParVehlo!" t----+-M_._o_to_r_V_e_h_id_.,_,�(st_a_n_d_a_ro_,_e1;_,id_· _e_s.._, u .... p.__to_an_d_in_c_lu_d_in .... g"-l-ton __ siz_e_l.__-1,..$----2-5 __ 00 --1 Pe-rV-le r-.,1o!:oT Vehid�s (he:a-.-v equiprrn!nt, over on-r ton siz.e) 75.00 Per V�icle �--�-------------------------''------� (1.2) Standard Vehicles Buyer's Premmm Tiend Proeram Rimge Buyers PJ1>mium From Sid D..alers To Sid Amount General Public Only Amount so $499 515 $75 $500 5999 $125 $US .$1,000 $1,439 S1!)5 Sl.95 S.1500 s� 52!15 $295 $1000 $2.39'3 $395 5395 SJ.000 $3,999 $495 $495 54,000 :;q_999 $595 $595, S,,000 $5.99'1 $695 $695 ,6..000 and.above 12% 10'l6 {1.3) Heavy Equipment Buye,-'s Premium Tie,ed Proir.om Ra111e from B'id To Bid Amount Buya•s: Premium Amount so 5499 575 $500 S!i95 S125 $1,000 $1,499 $195 51,500 $1,999 ms 52""' $2999 ill.S $JMII $3qq,q $4W. $4,000 $4,999 $5!15 $5,000 S-5�999 $6�5 $6,000 andiibo<.fe 129. 110 Additional Eouimn,m\ Fff Forl<blt Deliv,e,y F<>rtlift Use/Operator Remova! of Push Bar R�mari.•at of Prts(,r11;!f -5cre·en Duplkat� Key Trre Repatr B·attff'f R�placement 1.11 Fees ''Ot.h�r" H:our·y r.at�, only up011 a_ppr-01.10; from Department p<ior to c.ornme:ncing (Tht:s �� [5 fof"Uj.t!' in ma�mg impro•.•emena; to an asset s :S s s $ $ EXHIBIT B PRICING 50.00 40.00 25.00 25.00 3501$1,5 15.00 eo oo E:,ch Per Hour Each E.a.ch c.>�h. s!and�rdfcnip &ch E.le�, ,_ __ __,_m_,_a_r_w_·c_,u_td_._k_rc_r_ea_:;,e_t_h_e_,_·.a_lu_e_of_s_a_'0 __ ]'------------1-:,_· ___ 40_._00_,Per Hour S-e1ler1s Premium ? Online Pu,d,a�<c>-\.Jsing age,nc,, da,,s ;oil the wotk EXCEPT collect � l pa �•m€nt (.cor,tractor rEspons-ibility} '!Ills rate ""!"irH the wing a:;•l>Clf to ti5t the asseqpooto, desaibe. and plates a<set .,to a mml, online autnonl & dei,-title and asset{,). contr�Of a<f.:ertises •nd O..o% a,RecLS foll payment in<luding .mv sal<!s t;u and remits netproc-to cit,{ and taxes 1----+=�=��---------,----,-------------1-------+-----l t<> Kt...Stotnestare. ? ..., :)IT Ot-J,.i_ Ccntractcr t_::r..m�::t to th� tl'Sii-:g �g:tnc'{ i!lnd phot<Jgrgph;,:t tO.� O.oti COntraaordots all ofthi!:WorkO:Cf:PT f01titfe: transfer and lomln& out assets to ._ __ -_·_•,.,_lc_��-c_r!_b_,,,_,_,._,::i�•�--•_ce._<_a_,_<_e_ts_i_n_to_�_t"_orc_•_-d...;._<:_n_·;_r:_.,_o_n_l\._'_a,_K_tio_>n ___ ....,_ _____ _. ____ .... bt.rr""tt�/ot$htppit)fifapptiab.1: ,.. f1med auctJoro onfy� not live/online -simuk..n:. As an optkln, a b\lyE:r's pre.mjum �n be chargE-d and a corresponding adjust:ment w Bl be m� de on the S-eHer"s P'r-€mium to conespond wi1:h the ovaa:H ne:t percentd"g.e Premiwn Premium 3.1 Firearm!:: 3 2 Evldente I ,:ms s 12.9% 12% 15.9% 12,.; "-c< .:en cu : ·�.1rm p tmt,,,: ol\ly firearms wittt • 1ialue above $200 wiH be considered for tlusservice. All othorswm be tagged for �strurtioo. 2; ◄ Fir�,ein?:s [;..,:,�tn:ct1cn S 3J (t) c �1!Jnn ._ __ _.. _________________________ ...._ _____ ....., tlote: g.,to,e and afteT pilot.as ·Nill l>e taken and provMled to the agency. Agency hos ll>e option of keeping ....arm tor disposal . Other fees Onlin!!: Bidder fee {buyer pays) Credrt Card fee {buyer pays) Vehicle llcatterv Repl:aremeot -non-stand�rd (Heavy} G.as - {minimum 2 gall=) Mechanical Repairs Hidden Compartment Weiding Vehicle Appraisal Personal Property Appraisal Authentkati-=/quality testing fee for l}f'ecious men,!$ Titie insurance and transfer fee (lruyer pays) Hea,y Tow {non-standard vehlcle} SSQOO (p,!r vehicle), :?,: heavy e-quip, 5% other 3% aaua! cost $4.00 Estimated $150.00+ $25.00 $85.00 $5.00 $45_00 actual c.ost f>er inning Bid f'er Winning Bid Per Vehicle per gallon per unit per unit p!!fUmt pNhoUT per piece Per Vehicle PerVi!hide