HomeMy WebLinkAboutC15-385 RealAuction.com AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY, COLORADO AND REALAUCTION.COM
FOR INTERNET TAX LIEN SALE AUCTION
This Agreement made this i day of oc.r. 2015, is between Eagle County, Colorado
("County"), and Realauction.com, L.L.C., a Florida limited liability company ("Contractor"),
for Internet-based electronic processing of bid information related to the auction sale of
County's Tax Certificates. The Parties hereby agree to the following terms and conditions:
1. Length of Agreement; Cancellation; Termination Upon Default.
A. The term of this Agreement shall terminate one year from the above date,
with the option to renew at the same terms for two (2) additional one-year periods
upon written agreement of the parties. Any amendments or modifications shall be in
writing signed by both parties.
B. Termination: This Agreement may be terminated by either party for any
reason. Any such termination shall be effected by delivery of a written notice of
termination specifying the reason and date upon which termination becomes effective,
which date shall not be less than ninety (90) days from the date of the written notice.
Notwithstanding the foregoing, this Agreement may be sooner terminated by any party
for default or breach upon the failure of the other to comply with any provision or
requirement of this Agreement, provided that written notice of such failure is given
to the defaulting party and is not cured within thirty (30) days of the date of receipt
of written notice. A party's decision not to take action upon failure of the other party
to perform shall not be construed as a waiver of the ability of non-breaching party to
take additional action at a later date and time.
2. Services to be Provided by Contractor.
A. The Contractor shall furnish Internet Auction Services for the Eagle County
Treasurer to conduct the public tax lien sale(s) in accordance with C.R.S. § 39-11-
108 (2).
B. The Contractor shall provide a host server for the Web Site. As used herein,
the term "Web Site" shall mean the "Eagle County Tax Certificate Web Site" that
Contractor will make available to and provide access to their web based program for
the County under this Agreement. The Web Site will utilize Contractor's proprietary
software, which is capable of accepting and processing competitive bids for Tax
Certificates to be issued by Eagle County Treasurer. The County acknowledges that
the Contractor's Server may not be dedicated exclusively to the Web Site. The
Contractor shall use its best efforts to make the Web Site available during all Eagle
County business hours and shall not schedule planned maintenance downtime to
occur during Eagle County business hours.
C. During each auction, the Contractor shall facilitate the conduct of online
auction sales of tax lien certificates, including providing technical support to users of
the Real Auction site.
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D. Contractor will:
i. Auction set-up. Contractor will set up the auction format in the
manner selected by the Eagle County Treasurer e.g., sealed, proxy,
etc., and will implement the auction start date, end date and batch
size as well as the auction's administration and execution, including
but not limited to management or retrieval of user registration
information and auction results all in accordance with the requirements
of the Eagle County Treasurer.
ii. Provide various degrees of access privileges to users and County's
employees to the Web Site. Before any County representative is given
privileges to access the Web Site and its information, County must
provide Contractor with written authorization directing Contractor to
give such employees such authority.
iii. Monitor network performance while auctions are in progress.
iv. Provide technical support to resolve questions related to hardware,
software or network problems encountered by the County or third
party users. Such support will be made in a timely manner, in
accordance with the provisions of Section 5 of this Agreement.
v. At no additional cost to the County, provide telephone and on-site
training sessions for County personnel designated by the County as
having a thorough knowledge of the transactions to be consummated
through the use of the Web Site at times to be mutually determined.
vi. At no additional cost to the County, providing personal and telephonic
support during Eagle County's normal business hours for the handling
of bidder and County questions relating to the general operation of the
Web Site.
vii. At no additional cost to the County, provide web-based training
sessions to county staff and end-users. The training sessions will be
designed to instruct and inform users about how to efficiently and
properly use the Web Site.
E. Contractor and the County will agree upon the Website terms and
conditions, with appropriate disclaimers, (See attached Exhibit "A").
Contractor and the County will agree upon bidders rules to be posted on the
Website (See attached Exhibit "B"). Each party will have the right to
reasonably approve a change to the terms and conditions or disclaimers that
are included within the Web Site, but the ultimate discretion with respect to
the auction and bidding rules lies with the Eagle County Treasurer.
F. The Contractor may, in its sole discretion, provide additional ancillary
services through the Web Site to third party users that are intended to assist
such third party users in evaluating any or all of the Tax Certificates to be
sold. Such services may include without limitation:
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Hyperlinks on the Web Site to third party sites that contain
additional information about the delinquent accounts or
properties that are the subject tax sale; and
ii. Analytical tools, such as search, sort, upload, download and
other report customization features.
iii. If such services and/or tools are offered by Contractor thru Web
Site, these services shall be provided at no charge to the
bidders and auction participants.
G. Contractor shall record and maintain records of all activity occurring on
the Web Site, and shall retain these records for a period of 5 years from the
date of each auction. Storage of such data shall be in accordance with
Paragraphs 14 and 15 of this Agreement. County shall have access, upon
request, to all records pertaining to activities occurring on the website with
respect to Eagle County Auction. The provisions of this Paragraph 2G and
Paragraphs 14 through 18 shall survive expiration or early termination of this
Agreement.
H. Contractor shall ensure that the Web Site will provide the following
functions:
Accepting, processing and displaying bid information and other
data related to auctions of tax certificates.
ii. Accepting, processing and maintaining an ID number and
password from users before users enter any auction, which
they may obtain free of charge by simply registering on the
Site.
iii. Providing users with the means for reviewing the list of all Tax
Certificates being offered for sale, along with, to the extent
available, tax roll data and appraiser information with respect
to the applicable properties.
iv. Providing users with the means to bid and to withdraw bids on
tax certificates.
v. Permitting the use, at the County's election, a proxy bidding
system, whereby a user will submit the minimum rate that
he/she would be willing to receive for the applicable tax
certificate. The Contractor's software will act on the bidder's
behalf, submitting only the maximum rate necessary to win the
bidding for any given Certificate, but in no event less than the
minimum rate specified by the bidder. When the auction is
over, third party users will see only the higher of the minimum
rate submitted by each bidder or their winning bid.
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vi. Allowing users to view auction results after they are approved
for release by County.
vii. Allowing Contractor's Auction Administrators and County's
internal auction administrators (the "County Auctioneers") to
observe auctions in progress and retrieve information
immediately upon completion of each auction, and to release
the final results of auctions so that they can be viewed by all
users with authorized access to the Web Site.
viii. Enabling the County's Auction Administrators, or the Contractor
Auction Administrator at County's direction, to establish and
modify auction parameters; to modify registration information
pertaining to a particular third party user or County user; and
to limit or prohibit a user's access privileges to the site. County
will provide Contractor with the names of County personnel
who are permitted to access and/or authorize modifications. In
the event County directs Contractor to effect such
modifications, County will be required to give Contractor
reasonable advance notice before such modifications are to go
into effect.
ix. County may elect to allow bidders to initiate security deposits
and payments for certificates purchased on the auction website
through Automatic Clearing House (ACH) debiting of the
bidder's bank account. Contractor will contract directly with an
ACH transaction process servicer (the "ACH Servicer") to cover
any fees that may be associated with services provided by the
ACH Servicer. Contractor shall ensure that the ACH Servicer
agrees to comply with all applicable federal and state
regulations relating to privacy and security of non-public
consumer financial information, including requirements under
Gramm Leach Bliley Act, the NACHA Rules and PCI Data
Security Standards. Contractor's agreement with the ACH
Servicer will ensure that bidders will be able to transfer funds
to County by entering their bank account and routing
information on the website. The account information will be
transmitted directly to the financial institution the County has
chosen. County acknowledges that County will be required to
accept the terms and conditions of the ACH Servicer in order
for funds to be directly deposited into the County account.
3. Cooperation by County. Notwithstanding any other provision herein, the
County shall:
A. The County will schedule the tax lien sale and notify contractor of the
actual date scheduled for each tax lien certificate sale on the Website at least
45 days prior to such date, and provide Contractor with all information
concerning the properties for which tax certificates are being offered at
auction at least 30 days prior to the date of each auction. Unless otherwise
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instructed by the Treasurer, the online tax lien sale will remain open until all
accounts are struck off to the County or sold, all tax lien sale proceeds are
collected, and all reconciliation is completed by the County.
B. Providing Contractor with the names, titles and contact information for
all County employees who will have decision-making authority of any kind in
the auction process or access to the Contractor's Web Site, as well as the
names and contact information of all County employees who are responsible
for processing Contractor's requests for payment and supporting
documentation.
C. The Web Site shall bear County's name and such other trade dress
(e.g., logos, introductory statement from the County etc.) as reasonably
directed by the County. The County acknowledges and agrees that every page
of the Web Site may also display the Contractor's name and company logo.
D. County will reasonably cooperate with Contractor to ensure that
Contractor has access to and is provided with all the information it needs to
effectuate the tax certificate auctions described in this Agreement and for
preparation and delivery of the Contractor's requests for payment. The
information provided will include the initial data load and timely updates of
certificates that have been redeemed, purchased or transferred.
4. Payment for Services.
A. The Contractor will be paid within thirty days of a properly submitted
invoice to the County by the Contractor.
B. In consideration of the Services set forth in this Agreement, County
shall pay (or cause to be paid) the following fees to Contractor in the manner
described:
For each individual Tax Lien Certificate issued upon payment in
full by the winning bidder through the Web Site, County shall
pay to Contractor twelve dollars ($12.00). Contractor agrees
that the twelve dollar fee is to be charged to and collected from
the winning bidder of each tax lien certificate in addition the
purchase price of each certificate
ii. Payment for each Tax Lien Certificate purchased by the winning
bidder will be made directly to the County by winning bidder
pursuant to County's bidding policy (see attached Exhibit "B").
Such payment shall include the twelve dollar fee described in
Paragraph 4B(i) herein.
iii. For each individual Tax Lien Certificate that is sold or cancelled
by Contractor in error, Contractor will receive no fee.
Contractor will be responsible for the cost of correcting such
error (including staff time).
C. The Contractor's request for payment shall be made one time per year
within thirty days of the close of the Eagle County Tax Lien Sale Auction for
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that year. Invoices must be supported by reports or other documents
reasonably required by the County, and shall show the Contractor's County
Contract number, and the Contractor's federal identification number, in
addition to any other information that may be required by the County.
Additionally, all requests for payment shall have attached a copy of the
original bill, containing an original signature of an authorized representative
of the Contractor. Requests for payment (and all other written notice
required under this Agreement) shall be addressed as follows:
Eagle County Treasurer
P.O. Box 479
Eagle, CO 81631
D. Unless otherwise provided on Contractor's invoice or other Instructions
that Contractor provides subsequent to the execution of this Agreement,
payments shall be made to:
Realauction.com, LLC
Attn: Lloyd McClendon
861 SW 78th Ave., Suite 102
Plantation FL, 33324
E. Contractor shall not be obligated to provide any Services hereunder in
the event County is more than 60 days delinquent in paying any invoices,
provided, however, that Contractor has advised the County Treasurer in
writing that it will cease performing services unless delinquent invoices are
paid in full.
5. Limited Warranty; Disclaimer of Implied Warranties; Limitation of
Liability; Consequential Damages or Incidental Damages.
A. Contractor warrants that the Web Site, when provided with accurate
and properly formatted data by County and third party bidders, and when
accessed by properly functioning software and equipment of third party
bidders, will perform substantially as required in order to facilitate County's
online auction sales of tax certificates. Contractor will, at no charge to
County, make corrections to the Web Site so that the Web Site performs
substantially as required, and will use its best efforts to make such
corrections available within 24 hours, provided that County reports to
Contractor any failures or defects in the Web Site. In the event Contractor is
not able to make such corrections available within 24 hours, the Contractor's
chief executive officer and/or chief operating officer will confer with County to
advise County with respect to the status of problem resolution and anticipated
time of correction. In addition, Contractor will make all reasonable efforts to
correct any payment processing errors that may occur under this Agreement
as a result of faulty programming or other issue with the Website.
B. Except for the express limited warranty set forth in the preceding
section of this Contract, Contractor makes no warranty, representation,
promise or guarantee, either express or implied, statutory or otherwise, with
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respect to the Web Site provided hereunder, including their quality,
performance, merchantability or fitness for a particular purpose, or whether
any of the transactions to be conducted using the Web Site comply with any
applicable federal, state, county or other law or regulations. Contractor will
have no responsibility for any actual or purported loss resulting from damages
associated with the auction format (e.g., Proxy Bidding) selected by County
for any particular auction conducted on the Web Site. In no event will
Contractor be liable for indirect, special, incidental, economic, consequential,
(including damages or costs relating to the loss of profits, business, goodwill,
or computer programs, even if advised of the possibility of such damages),
without regard to the legal theory of such damages, arising out of the use of
or inability to use the Web Site. Except as provided in this paragraph, in no
event will Contractor's liability to County arising out of or related to this
Contract exceed the limits of Contractor's insurance as required by this
Agreement.
6. Confidentiality; Proprietary Information.
A. The format in which Contractor stores data provided by County will be
proprietary to Contractor. County's retrieval and use of the data compiled by
Contractor on the Web Site shall be limited to County's internal use only, and
County agrees that it will not, unless otherwise required by law, transmit to
third parties, or permit other third parties to access the data in the format
and compilation created by Contractor.
B. Except upon prior written approval by the County, the Contractor, or
its subcontractors, shall not furnish or disclose to any person and/or
organization, any non-public information that County designates as
confidential.
C. It is expressly understood and agreed that the software used to
develop and operate the Web Site; any related materials and documentation
provided by Contractor, including without limitation information related to
security or other technical aspects of the Web Site; and the non-public pages
of the Web Site constitute a valuable proprietary product and trade secret of
Contractor embodying substantial creative efforts and confidential
information, ideas, and expressions (collectively for the purposes of this
section "Contractor's Confidential Information"). County agrees to hold all
such Contractor's Confidential Information in strictest confidence and take
such steps as are reasonably necessary to protect the confidentiality of the
Contractor's Confidential Information and other materials designated by
Contractor as confidential. Such steps shall include, without limitation,
refraining from taking any action in derogation of Contractor's ownership
rights and taking actions similar to those taken by County with respect to
protecting other third party confidential information in its possession. County
shall not disclose or otherwise make available the Contractor's Confidential
Information in any form to any person except to those employees of County
or Contractor who need access to the information to facilitate County's
authorized use of the Web Site. Nothing herein shall be construed, however,
to prohibit County from making any disclosures required of County pursuant
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to any legal process or request from any governmental authority having
jurisdiction over County, or from making disclosure required by Colorado law,
provided however that prior to disclosure to any such governmental authority,
County shall provide notice to Contractor in order to enable Contractor to
seek relief.
D. Each party agrees to treat any information they receive that is
submitted to the Web Site by third party users, including without limitation,
deposit amounts, social security numbers, federal tax identification numbers,
etc., in accordance with applicable law and the "privacy policy" set forth in the
attached Exhibit C, incorporated herein by this reference. Contractor will not
change the "privacy policy" without County's consent, which will not be
unreasonably withheld.
7. Independent Contractor; No Third Party Beneficiaries Intended.
For the purpose of providing auction services for the delinquent tax auction and
other services specifically described herein, Contractor shall be an independent
contractor providing services to the county and shall be required to take direction
from the county as to the mechanism and effectuation of the sale. Other than with
the respect to the handling of the delinquent tax auction and other services
described herein, Contractor acknowledges that it does not have the authority to act
on behalf of the County or its agencies. Contractor's personnel shall not be
employees of the County. There are no intended third party beneficiaries, including
without limitation any users of the Web Site described herein.
8. Force Majeure. Delay in performance or non-performance of any
obligation contained herein shall be excused to the extent such failure or non-
performance is caused by force majeure. For purposes of this Contract, "force
majeure" shall mean any cause or agency preventing performance of an obligation
which is beyond the reasonable control of either party hereto, including without
limitation, fire, flood, sabotage, embargo, strike, explosion, labor trouble, accident,
riot, acts of governmental authority (including, without limitation, acts based on laws
or regulations now in existence as well as those enacted in the future ), and delays
or failure in obtaining raw materials or transportation, acts of God, telephone line
outages, Internet traffic slowdowns (including any Internet transmission problems
incurred by either County's or Contractor's Internet service provider), down
computer networks, down hardware, (head crashes, operating system hang-ups and
the like), software or operating systems failure caused by a virus or other denial of
se rvice attack, a nd electricity outa ges. A p a rty affected by a force majeure shall,
upon notice to it of the force majeure, promptly notify the other party by the
quickest means available, explaining the nature and expected duration thereof, and
shall act diligently to remedy the interruption or delay if it is reasonably capable of
being remedied.
9. Entire Understanding; Amendments. This Agreement constitutes the
entire understanding and agreement between the parties hereto with respect to its
subject matter and supersedes all prior or contemporaneous agreements,
representations, warranties and understandings of such parties, whether oral or
written. This Agreement may only be amended by a separate document, signed by
both parties.
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10. Place of Execution; Governing Law; Venue. This Agreement shall be
deemed to be executed in Eagle County, State of Colorado, regardless of the
Contractor's domicile, and shall be interpreted and construed in accordance with the
laws of the State of Colorado. The Contractor agrees that the venue for any and all
claims between the parties arising from this Agreement shall be in the state courts in
and for Eagle County, Colorado.
11. Severability. If this Contract contains any provision found to be
unlawful, the same shall be deemed to be of no effect and shall be deemed stricken
from this Contract without affecting the binding force of this Contract as it shall
remain after omitting such provision.
12. Insurance Requirements. Insurance. Contractor agrees to provide
and maintain at Contractor's sole cost and expense, the following insurance coverage
with limits of liability not less than those stated below:
A. Types of Insurance.
i. Workers'Compensation insurance as required by law.
ii. intentionally omitted.
ii. Commercial General Liability coverage to include premises and
operations, personal/advertising injury, products/completed operations, broad form
property damage with limits of liability not less than $1,000,000 per occurrence and
$1,000,000 aggregate limits.
iv. Professional Liability (Errors and Omissions) including Cyber
Liability with prior acts coverage for all deliverables, Services and additional services
required hereunder, in a form and with insurer or insurers satisfactory to County,
with limits of liability of not less than $2,000,000 per claim and $4,000,000 in the
aggregate. The insurance shall provide coverage for (i) liability arising from theft,
dissemination and/or use of confidential information stored or transmitted in
electronic form; (ii) Network Security Liability arising from unauthorized access to,
use of or tampering with computer systems including hacker attacks, inability of an
authorized third party to gain access to your Software or Services including denial of
access or Services unless caused by a mechanical or electrical failure; (iii) liability
arising from the introduction of a computer virus into, or otherwise causing damage
to, County or a third person's computer, computer system, network or similar
computer related property and the data, software and programs thereon.
v. Intentionally omitted.
B. Other Requirements.
The professional liability coverage shall be endorsed to include
Eagle County, its associated or affiliated entities, its successors and assigns, elected
officials, employees, agents and volunteers as additional insureds. A certificate of
insurance consistent with the foregoing requirements is attached hereto as Exhibit B.
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ii. Contractor's certificates of insurance shall include
subcontractors, if any as additional insureds under its policies or Contractor shall
furnish to County separate certificates and endorsements for each subcontractor.
iii. The insurance provisions of this Agreement shall survive
expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on, and
does not waive or intend to waive by any provision of this Agreement, the monetary
limitations or rights, immunities and protections provided by the Colorado
Governmental Immunity Act, as from time to time amended, or otherwise available
to County, its affiliated entities, successors or assigns, its elected officials,
employees, agents and volunteers.
v. Contractor is not entitled to workers'compensation benefits except as
provided by the Contractor, nor to unemployment insurance benefits unless
unemployment compensation coverage is provided by Contractor or some other
entity. The Contractor is obligated to pay all federal and state income tax on any
moneys paid pursuant to this Agreement.
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13. Data Ownership: Contractor acknowledges and agrees that County owns all
rights, title and interest in the County Data, which shall be defined for purposes here
as all data created in or originating with the county and all data that is entered by
third-party users of the Web Site. The vendor shall not access County user accounts
or County Data, except (1) in the course of data center operations, (2) in response
to service or technical issues, (3) for proactive service and problem resolution, (4)
as required by the express terms of this contract or (4) at the County's written
request.
14. Data Protection: Protection of County Data shall be an integral part of the
business activities of Contractor to ensure there is no inappropriate or unauthorized
use of County Data or user information at any time. To this end, the vendor shall
safeguard the confidentiality, integrity and availability of County Data and comply
with the following conditions:
A. The vendor shall implement and maintain commercially reasonable and
appropriate administrative, technical and organizational security measures to
safeguard against unauthorized access, disclosure or theft of County Data. Such
security measures shall be in accordance with recognized industry practice.
B. All data obtained by the vendor in the performance of this contract shall
become and remain the property of the County.
C. All County Data shall be encrypted at rest and in transit with controlled
access, with the level of protection and encryption identified for County upon
request. Unless otherwise stipulated, the vendor is responsible for encryption of the
County data.
D. At no time shall any data or processes — that either belong to or are intended
for the use of a County or its officers, agents or employees — be copied, disclosed or
retained by the vendor or any party related to the vendor for subsequent use in any
transaction that does not include the County.
E. The vendor shall not use any information collected in connection with the
service issued from this proposal for any purpose other than fulfilling this agreement.
15. Encryption of Data at Rest: Contractor shall ensure hard drive encryption
consistent with validated cryptography standards as referenced in FIPS 140-2, Security
Requirements for Cryptographic Modules for all personal data, unless the County
approves in writing the storage of personal data on a service provider portable device in
order to accomplish work as defined in the statement of work.
16. Data Location: The vendor shall provide its services to the County and its
end users solely from data centers in the U.S. Storage of County data at rest shall
be located solely in data centers in the U.S. The vendor shall not allow its personnel
or contractors to store County Data on portable devices, including personal
computers, except for devices that are used and kept only at its U.S. data centers.
The vendor shall permit its personnel and contractors to access County Data
remotely only as required to fulfill this agreement.
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A. Third party data locations: If the vendor contracts with a third party for data-
center or server storage, Vendor must promptly provide written notice to County
regarding identity of said third party. Vendor acknowledges and agrees that Vendor
will maintain all responsibilities for County Data and all Vendor agrees to ensure that
all obligations, restrictions and conditions contained in this Agreement with respect
to County Data also apply to said third party.
17. Security Incident or Data Breach Notification: Contractor shall inform
the County of any security incident or data breach.
A. As used herein, "Data Breach" means the unauthorized access by a non-
authorized person(s) that results in the use, disclosure or theft of an End User's
personally identifiable data (PII) or County Data.
B. "Security Incident" means the potentially unauthorized access by non-
authorized persons to PII or non-public data the service provider believes could
reasonably result in the use, disclosure or theft of PII or County Data within the
control or stored by or through Contractor. A security incident may or may not turn
into a data breach.
C. Incident Response: Contractor may need to communicate with outside parties
regarding a security incident, which may include contacting law enforcement, fielding
media inquiries and seeking external expertise as mutually agreed upon, defined by
law or contained in the contract. Discussing security incidents with the County should
be handled on an urgent as-needed basis, as part of Contractor communication and
mitigation processes as mutually agreed upon, defined by law or contained in the
contract.
D. Security Incident Reporting Requirements: Contractor shall report a security
incident to the appropriate County identified contact immediately.
E. Breach Reporting Requirements: If Contractor has actual knowledge of a
confirmed data breach that affects the security of any County Data or PII that is
subject to applicable data breach notification provisions herein, Contractor shall (1)
promptly notify the appropriate County identified contact within 24 hours or sooner,
unless shorter time is required by applicable law, and (2) take commercially
reasonable measures to address the data breach in a timely manner.
18. Breach Responsibilities:
A. Contractor, unless stipulated otherwise, shall immediately notify County by
telephone and email in accordance with the agreed upon security plan or security
procedures if it reasonably believes there has been a security incident.
B. Contractor, unless stipulated otherwise, shall promptly notify the County
identified contact within 24 hours or sooner by telephone and email, unless shorter
time is required by applicable law, if it confirms that there is, or reasonably believes
that there has been a Data Breach. Contractor shall (1) cooperate with the County as
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reasonably requested by the County to investigate and resolve the data breach, (2)
promptly implement necessary remedial measures, if necessary, and (3) document
responsive actions taken related to the data breach, including any post-incident
review of events and actions taken to make changes in business practices in
providing the services, if necessary.
C. Unless otherwise stipulated, if a data breach is a direct result of the
Contractor's breach of its contract obligation to encrypt personal data or otherwise
prevent its release, the service provider shall bear the costs associated with (1) the
investigation and resolution of the data breach; (2) notifications to individuals,
regulators or others required by state law; (3) a credit monitoring service required
by state (or federal) law; (4) a website or a toll-free number and call center for
affected individuals required by state law — all not to exceed the average per record
per person cost calculated for data breaches in the United States (currently $201 per
record/person) in the most recent Cost of Data Breach Study: Global Analysis
published by the Ponemon Institute at the time of the data breach; and (5) complete
all corrective actions as reasonably determined by service provider based on root
cause; all [(1) through (5)] subject to this contract's limitation of liability.
D. Notification of Legal Requests: Contractor shall contact the County upon
receipt of any electronic discovery, litigation holds, discovery searches and expert
testimonies related to the County Data under this contract, or which in any way
might reasonably require access to the data of County. Contractor shall not respond
to subpoenas, service of process and other legal requests related to the County
without first notifying the County, unless prohibited by law from providing such
notice.
E. Termination and Suspension of Service: In the event of a termination of the
contract, Contractor shall implement an orderly return of County data in a CSV or
another mutually agreeable format at a time agreed to by the parties and the
subsequent secure disposal of County Data.
F. During any period of service suspension, the Contractor shall not take any
action to intentionally erase any County Data.
G. In the event of termination of any services or agreement in entirety,
Contractor shall not take any action to intentionally erase any County Data for a
• period of 60 days after the effective date of termination. After such period, the
Contractor shall have no obligation to maintain or provide any County Data and shall
thereafter, unless legally prohibited, delete all County Data in its systems or
otherwise in its possession or under its control.
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H. The County shall be entitled to any post-termination technical assistance
generally made available with respect to the services.
I. Contractor shall securely dispose of all requested data in all of its forms, such
as disk, CD/ DVD, backup tape and paper, when requested by the County. Data shall
be permanently deleted and shall not be recoverable, according to National Institute
of Standards and Technology (NIST)-approved methods. Certificates of destruction
shall be provided to the County.
19. Contract Audit: The service provider shall allow the public jurisdiction to
audit conformance to the contract terms. The public jurisdiction may perform this
audit or contract with a third party at its discretion and at the public jurisdiction's
expense.
20. Data Center Audit and Vulnerability Scanning: The service provider shall
perform an independent audit of its data centers at least annually at its expense, and
provide a redacted version of the audit report upon request. The service provider
may remove its proprietary information from the redacted version. A Service
Organization Control (SOC) 2 audit report or approved equivalent sets the minimum
level of a third-party audit. This audit shall include at minimum a scan of the
organizations Internet perimeter, web application firewall, physical access to data
center, crawling and testing web applications to identify vulnerabilities including for
cross-site scripting and SQL injection.
21. Indemnification. Contractor shall indemnify and hold harmless County, and
any of its officers, agents and employees against any losses, claims, damages or
liabilities for which County may become subject to insofar as any such losses, claims,
damages or liabilities arise out of, directly or indirectly, this Agreement, or are based
upon any performance or nonperformance by Contractor or any of its subcontractors
hereunder; and Contractor shall reimburse County for reasonable attorney fees and
costs, legal and other expenses incurred by County in connection with investigating
or defending any such loss, claim, damage, liability or action. This indemnification
shall not apply: 1) to claims by third parties against the County to the extent that
County is liable to such third party for such claims without regard to the involvement
of the Contractor or 2) to the extent that such damages result from the negligence
or actions of the County's officers, agents and employees. This paragraph shall
survive expiration or termination hereof.
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IN WITNESS WHEREOF, the parties have executed this Agreement this / day of
, 2015.
For Realauction.com, L.L.C.: /� �-✓ ��"� �-
Printed Name: Mare 1omack/AW
Title: I 1 l6l/Yri1/1y tr_QNIr
Eagle County : /11141("6(
Printed Name: Brent McFall
Title: Eagle County Manager
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"Exhibit A"
Before using this web site (the "Web Site"), you must agree to the terms and
conditions of this Basic Service User Agreement ("Agreement") User Agreement
This User Agreement governs the relationships between the User (hereinafter "User,"
"You" or "Your"), Realauction.com, L.L.C. (hereinafter "Realauction") and the
Treasurer of Eagle County, COLORADO, conducting sales of tax certificates or tax lien
certificate (hereinafter "County" or "Seller"). Before using this site to bid on tax
certificates or tax liens, you must agree to the terms and conditions of this User
Agreement by clicking on the "I Agree" button below.
1. License for Use of Information.
By completing the registration process and agreeing to the terms and conditions of
this User Agreement, the User will be granted a non-exclusive license to access and
use the information that appears on this website for the sole purpose of bidding on
tax certificates or tax lien certificates offered by the Seller. This license is granted to
the User personally and to the User's employees and agents, and may not be
transferred to any third party other than the Seller and Realauction. The software
used to create and maintain the information is the sole and exclusive property of
Realauction, and neither the software nor the information presented by Realauction
may be altered, sold or distributed by the User in any way.
2. User Representations and Warranties.
(A) User shall be solely responsible for the protection and use of the User IDs and
passwords obtained from Realauction, and will notify Realauction immediately in the
event of theft or unauthorized use of IDs and passwords.
(B) User will follow all instructions for use posted on the Web Site, as well as all state
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and federal laws and county ordinances pertaining to the purchase of tax certificates
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at auction.
(C) User agrees to be bound and obligated to the Seller for the amount of delinquent
taxes associated with each tax certificate for which User is the successful bidder.
(D) User warrants that he/she is of legal age to enter into binding contracts, and/or
that he/she is legally authorized to act as agent on behalf of any employer or
principal to whom a license for use of the information presented by Realauction has
been granted.
(E) User represents and warrants that all information provided by User to the Seller
and to Realauction for the purpose of bidding on tax certificates is truthful and
accurate to the best of his/her knowledge.
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(F) User warrants that he/she has read all information provided by the Seller and
Realauction pertaining to the bidding process and that he/she understands and
accepts the obligations incurred by bidders, before User participates in the bidding
process.
(G) User warrants that he/she is not an elected or appointed county official, a county
employee, or a member of the immediate family of any such person, or the agent of
any such county official or employee. County officials and employees may not
acquire a tax lien or property by sale of a tax lien. Any county official, county
employee, or member of the immediate family of any such person, or the agent of
any such county official or employee, who knowingly PURCHASES ANY TAX LIEN OR
receives a conveyance of property in violation of the provisions of this section
commits a class 1 misdemeanor and shall be punished as provided in section 18-1-
106, C.R.S.
3. Seller's and Realauction's Disclaimer and Limitation of Liability and Disclaimer of
Warranties.
(A) All information provided by the Seller and Realauction is believed to be correct
when posted. Seller and Realauction disclaim any warranty of merchantability or
fitness for a particular purpose, subject to the Seller's and Realauction's maximum
liability for errors and omissions provided for herein.
(B) User agrees that (1) neither Seller nor Realauction shall be liable for damages in
the event the User is unable to make a successful bid for any reason; (2) the
maximum liability of Seller and/or Realauction shall be limited to the amount of
delinquent taxes actually paid to the Seller by User following a successful bid; and
(3) Seller and Realauction shall not be liable for consequential damages of any kind,
including, but not limited to, any anticipated return of/on investment in the form of
interest that may have been realized by a successful bidder.
(C) Seller and Realauction disclaim any warranty that the website and information
presented on it are free of viruses or other forms of malicious code. Neither
Realauction nor Seller will be liable for any loss or damage resulting from voluntary
shutdown of the Web Site by Realauction to address computer viruses, denial-of-
service attacks, or other similar problems. Neither Realauction nor Seller shall not be
liable for any damage to User's property alleged to have resulted from User's use of
the website.
(D) Seller nor Realauction shall not be liable for any loss resulting from a cause over
which Seller and/or Realauction do not have direct and exclusive control, including
but not limited to problems concerning the Internet; unauthorized interception of
email; computer and communications equipment and software; malicious and/or
criminal acts of unauthorized users and other third parties; acts of war, terrorism,
insurrection or revolution; acts of God; or any similar event.
(E) Seller and Realauction shall not be liable for interruptions to access of
information or for suspensions in the bidding process caused by website maintenance
or the need to alter and update information provided by the Seller.
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Such interruptions and suspensions will occur at the sole discretion of Seller and
Realauction.
4. Termination/Exclusion of Use.
(A) The Seller maintains the right to terminate this User Agreement and to revoke
the license granted to User in the event User breaches this User Agreement or fails
to meet his/her obligations as a successful bidder.
(B) Seller may exclude User from any auction and from access to the website if
User fails to furnish any deposits and/or information required by Seller, including,
but not limited to, tax identification information and email addresses.
5. Indemnity.
User agrees to defend, indemnify and hold Seller harmless against all claims by third
parties based on User's acts, for damages arising from the use of the license and
information and the process of bidding on tax certificates, including all claims
alleging that the Seller was solely negligent for those damages.
6. Governing Law/Venue/Jurisdiction.
This Agreement shall be governed by and interpreted in accordance with the laws of
the State of COLORADO without regard to its choice of law provisions. Exclusive
venue for any litigation arising under this User Agreement shall be in the state
and/or federal courts of Eagle County, COLORADO. User agrees to submit to the
personal jurisdiction of the state and/or federal courts of Eagle County, COLORADO.
7. Assignment.
This Agreement may not be assigned by User without the prior written consent of
Seller, but may be assigned freely by Seller without consent of the User. This
Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns.
8. Disclaimer of Suitability of Investment.
Neither Realauction nor Seller makes any representation with respect to the
suitability of tax certificates as an investment vehicle. User is solely responsible for
determining the suitability of an investment in tax certificates offered for sale by the
Seller.
9. Entire Agreement/Severability.
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II
II
This Agreement contains the entire agreement between the parties. In the event any
one or more of the provisions of this Agreement shall be deemed to be invalid, illegal
or unenforceable, the remaining provisions shall remain valid and enforceable.
10. Amendments.
This User Agreement may be amended at any time by the Seller, through a written
or electronic notice to users. User will be required to agree to any such
amendment(s) to this User Agreement as a condition of future access and use when
such amendments are posted on the website, and failure to agree to such
amendments will terminate this User Agreement and will exclude User from
participating in future tax certificate auctions.
By using this web site, you agree to be bound by this User Agreement and you also
agree to receive communications from Realauction and Eagle County concerning your
account and auction status.
I have read and agree to abide by this User Agreement.
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"Exhibit B"
Eagle County Colorado
Bidding Rules for Annual Public Auction of Delinquent Real Estate Taxes
2015 Tax Lien Sale(For Tax Year 2014)
SALE
• The Eagle County Tax Lien Sale will be held via the Internet on November 5, 2015
• The web site will open for registration, research and deposits beginning October 19, 2015. Deposits must
be completed by November 4, 2015 at 4:00 PM MT. Formal Bidding and modification of bids begins
November 2, 2015 and can be done up till the closing hour of each batch on the day of the tax lien sale
(November 5, 2015). More detailed instructions can be found on the FAQ (Frequently Asked Questions)
page of this web site.
• A 10% deposit of your total intended winnings will be required via ACH transfer. Deposits must be
completed by November 4, 2015 at 4:00 PM MT.
• Each Buyer will be required to register online to participate. Buyers are responsible to assure that their
information is correct as IRS W-9 forms, tax lien certificates, refunds and redemptions are prepared from
this information.
• The sequence of the published list in the local newspaper will be followed as closely as possible.
BIDDING
• Employees and officials of Eagle County, members of their immediate families, or their agents may not
acquire a tax lien at the Eagle County Tax Lien Sale per C.R.S. 39-11-151.
• The minimum starting bid for each tax lien certificate is equal to the amount of the unpaid taxes, interest,
penalties and fees. This includes an auction fee of$12 per certificate.
• Bid increments shall be one dollar($1).
• Premiums on winning bids are a cost of securing the tax lien and are not returned nor do they draw
interest.
TERMS
• It is the Buyers'responsibility to know the quality of the property on which they are paying the taxes and
receiving a lien.
• At the close of the auction, all successful bids are final. No changes in, or cancellation of, liens purchased
can be made after the lien is sold.
INTEREST
• Premiums do not draw interest.
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• When redeemed, your certificate will pay nine points over the Federal Reserve Discount Rate as of
September 1st. Certificates will earn 10% for the current year's sale, except for erroneous sales which will
receive two points above the Discount Rate but no lower than 8%.
PAYMENT
• Each winning bidder shall make a payment of funds sufficient to cover the total amount of the bidder's
winning bids by ACH on the Auction Website no later than November 6, 2015, at 4:30 p.m. (MDT).
• If a winning bidder fails to make such a payment by this time, the Treasurer may, in the Treasurer's sole
discretion, award the tax certificates to another bidder or may offer the tax lien for sale in accordance with
C.R.S. 39-11-116.
• The Treasurer may prohibit a person, who fails to pay the amount due from bidding,from participating in
any tax lien sales for up to five years in accordance with C.R.S 39-11-116.
TAX LIEN
• You do not have ownership rights to the property, simply a property tax lien.
SUBSEOUENT TAXES
• If the owner does not pay future taxes before August 1st each year, you will be notified of the amount due
and you may pay them if you wish. Your payment will be endorsed onto your lien and will accrue interest
at the same rate as your certificate.
• If the property is in bankruptcy, subsequent taxes cannot be endorsed.
TREASURER'S DEED
• The majority of properties are redeemed.
• A Treasurer's Deed may be applied for three years after the date of the sale if the property remains
unredeemed. A deposit shall be required to cover expenses.
CERTIFICATE OF OWNERSHIP
• If a mobile home is located on leased land, the tax lien holder is eligible to apply for a Certificate of
Ownership one year after the date of sale.
• If a mobile home is located on land owned by the same owner as the mobile home, the tax lien holder is
• eligible to apply for a Certificate of Ownership three years after the date of sale.
PLEASE NOTE!
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• Those investing in tax liens do so at their own risk and are advised to exercise due diligence in carefully
analyzing which tax liens to bid on. There are no guarantees express or implied regarding whether a tax
lien will prove to be a profitable investment.
• The property information accessible on the bid pages was obtained from the Assessor's office prior to the
start of the current auction and is for reference only (please note that this property information, provided
by the Assessor's office, represents the most current assessment year, not the year associated with this
tax lien sale, as taxes are paid one year in arrears). It is the buyer's responsibility to research auction
items thoroughly prior to placing bids.
SUMMARY OF IMPORTANT DATES AND INFORMATION
Auction Type Premium Bid
Bidding Type Proxy
Bid Increments $1.00
Deposit Required/Minimum Deposit Amount 10%of estimated winnings/No Minimum
Deposit Types Accepted ACH Only
Payment Types Accepted ACH
Electronic Redemption Available No
Website Training Class Weekly Online Webinars
Site Opens for Registration and Deposits October 19,2015
Bidding Officially Begins November 2,2015,8:00 AM MT
Deposits Due November 4,2015,4:00 PM MT
Auction Starts(First batch closes) November 5,2015,9:00 AM MT
Batches Closing Interval Every 60 minutes(at the top of the hour)
Auction Ends(Last batch closes) November 5,2010, 12:00 PM MT
Payments Due November 6,2015,4:30 PM MT
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