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HomeMy WebLinkAboutProperty Room.com, Inc Southold Town Board - Letter lIAr Board Meeting of January 29, 2008 ft&""\ . RESOLUTION 2008-118 ADOPTED Item # DOC ID: 3534 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2008-118 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JANUARY 29, 2008: RESOLVED that the Town Board of the Town of South old hereby authorizes and directs Supervisor Scott A. Russell to execute a Contract between the Town of Southold Police Department and PropertvRoom.com. Inc. regarding online auctioning services for a period of one year commencing on January 1,2008, subject to the approval of the Town Attorney. f't~(lQ~'1L. Elizabeth A. Neville South old Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: Vincent Orlando, Councilman SECONDER: Louisa P. Evans, Justice AYES: Ruland, Orlando, Krupski Jr., Wickham, Evans ABSENT: Scott Russell Generated January 30, 2008 Page 9 t, ORIGINAL PROPERTY DISPOSITION SERVICES AGREEMENT PropertyRoorn.com, Inc., a Delaware corporation ("PropertyRoom"), enters into this agreement (the "Agreement"), with the customer identified below (the "Owner") for the auction and disposition of personal property (the "Disposition Services"), in accordance with the Terms and Conditions and Addenda, if any, attached hereto and listed below. Beginning 1/1/08 Agreement will terminate on herein. , (the "Start Date") Owner engages the Disposition Services of PropertyRoom. This 12131/08 , (the "Termination Date"), or at such other time as provided OWNER INFORMATION: SCHEDULES, SUPPLEMENTS AND OTHER South old Town Police Department ATTACHMENTS: (Mark only If included) [Owner Name] 41404 Route 25 Terms and Conditions ~ [Address] Addendum No PO 80X 911 - Peconic, New York 11958 631-765-2600 [Phone] THIS AGREEMENT INCLUDING ALL OF THE TERMS AND CONDITIONS SET FORTH ON THE ATTACHED TERMS AND CONDITIONS, AND ALL OTHER ATTACHMENTS INDICATED IN THE BOX ABOVE, IS THE PARTIES' ENTIRE AGREEMENT AND CANNOT BE MODIFIED EXCEPT IN WRITING BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES, EXECUTED on the date(,) indicated below: - <=-~ By: By: By: PropertyRoorn.com, Inc. 26421 Crown Valley Parkway, Suite 200 Mission Viejo, California 92691 Phone: 600-799-2440 Federal Tax 10 86-0962102 Rev 1/7/2006 Page 1 014 AcruAL SAMPLE AUmON How IT WORKS: 3 SIMPLE STEpS o No charge for pickups at your convenience ~~~~ij~ 0 If'l=l~i: . o We send you a check each month We prepare and auction the items on the internet MOST COMPREHENSIVE REPORTING AVAIlABLE . Complete Activity Reports A~ " with each monthly Check ~ _.~.. ! . Automatic Online ~ ...~-~:::.! Reconciliation _ ~') ~ -; . Audit any Item's complete hl;;;;;;---'~-" I ......... \ . Secure Server OCCII!!SS free for all clients MILLlONS'\O ~,:>",<l-," . Our ow~, 24~ . " ,;An Interpe,t1llu a local "o,lieil ,. .:.- ..... '- ">':.\~:'),' . Only quaiifl ' Ensures': .... AC'TUAL RESULTS! ~ ~_$22,OOO $167,687 ,6".000 BEFORE - ",no - ~_ $19,70 ~1$3.000 TIlE NATION'S ONLY PUBLIC REGlITRV FOR STOLEN PROPERTY ~8~~~ Wherever possible. we help find rightful ownen... dozens of Items returned to date! ;~ SOME OF OUR LAw ENFORCEMENT PARTNERS... ! . '~S:f...' '..'~:f.~. CD ............- . . ,..-..-... , . ~... . .. ~IBAU Proprietary Services Provided by Property Bureau at No Cost: 1. Timely pick up and removal of designated property from one or more of your -Iocations.- 2. Items are Bar coded (we provide barcode labels) and checked off against your manifest at pickup. 3. . Electronic and or hard copy manifest forms provided 4. Regular pick up schedule available. Emergency or special pick ups available. 5. We provide all processing at our cor:t to add value to your items: a. Grouping and Ungroupino/'to create higher value "sale units" b. Testing of items for funCtionality. c. Evaluation of condition ratings. d. Cleaning of ~ems. e. Reasonable repair of Items. 1. Research and evaluation of items. g. Appraisal, and or certification of items that are of special interest. h. Multiple dig~al photographs of items. i. Full descriptions and condition of ~ems. 6. Complete proprietary inventory management and tracking system for each step of our process Which allows us to drill down to any item and determine where it is at the moment, who handled it, for how long they handled it and where the item was sent next in the processing. 7. Detailed monthly financial reporting showing the sale price of all ~ems. regardless of how they were grouped or ungrouped. 8. Our own proprietary Internet Auction site (not a shared site) which is available 7 days a week 24 hours a day. 9. An Internet audience in the millions always yields a higher selling price than a local audience in the hundreds. . ,.- , 10. Only qualified bidders who have validated credit cards with us are allowed to bid. This ensures that all bids are sincere and eliminates the "unpaid" winning bidder problem common on other 'shared" sites. 11. All items are listed for auction for a minimum 3 attempts with a length of 3 to 5 days each time. Items that remain unsold after several attempts are donated to a charity or destroyed, and a complete audit trail and receipt is provided. 12. 24x7 email customer support is available to answer questions for auction bidders. We also provide extensive information on our auction site with bidding instructions, helpful hints and suggestions regarding how to avoid being a victim of crime. 13. Bidders-know Who lheyare dealing with anlfthal P-rolleft9Bureallstands behind the items we sell_ Using our own website eliminates the 'unknown seller" fraud problem that exists on shared peer-to-peer websites like eBay. 14. We offer an exclusive, free service to the public for the registration of lost or stolen items. We compare this information against the serial numbers of the items we process for the purpose of helping to identify the rightful owner and to facilitate the return, with your permission, of the item to the registrant at no cost. To date. we have returned over 25 items to victims of theft. 15. We offer a proprietary, on-line report auditing and reconciliation system to our law enforcement clients_ This information is available 24 hours a day via a secure web server which is updated every day. This provides complete transparency into our process in order to watch the progress of every item consigned to us. Items can be tracked by our barcode number or any of the agency reference numbers you provide. 16. Property Bureau is responsible for COllecting from the winning bidders. 17. Property Bureau handles packaging and shipping. 18. Property Bureau collects and pays all appropriate state sales taxes. 19. Over 360 contracts with police and sheriff departments in 26 states. 20. Auction services for Public Administrator/Public Guardian is available. 21. Frequent pickups saves departments on storage and handling requirements. Because we have contracts with many agencies in your area, you don't have to "wait for a full truck." 22. Saves department labor. Avoids handling and re-handling the same items, which can increase the possibility of errors. 23. Ability to retrieve items still in process that a department needs back. Complete accountability as to winning bidders. I TERMS AND CONDITIONS 1. Properly to be Sold. From time to time, Owner will designate items of personal property (the 'Property') that it desires to prOVide to PropertyBureau for Disposition Services. PropertyBureau retains the right to accept Or reject certain Items in Its sole discretion. 2. Title. Owner shall retain legal lItIe to the Property until It is purchased by auction or otherwise dsposed of in accordance with this Agraement at which time Owner will be deemed to have transferred title to the purchaser or other acquirer of the Item of Property. Owner appoints PropertyBureau as I1s attorneY-in-fact to sign any and all documents necessary to assign to purChasers of Property all of Owner's rlgh~ titie and interest in and to Property sold or disposed. All cash receipts, accounts receivable, contract rights, notes, general intangibles, and other righls to payment of every kind, arising out of the sales and dispositions or Property (collectively the "Proceeds") belong to Owner, subject to PropertyBureau's right to PropertyBureau's Net Proceeds and funds attributable to Credt Card Costs and other transaction costs. Owner's Property shall, at all times before sale or dsposltion, be subject to the direction and control of Owner. 3. Method of Selling Properly. Property Bureau will, on Owner's behalf, list Property for sale by auction to the public on the Wood Wde Web of the Internet on one or more domain names selected by PropertyBureau. To the extent that any Property Is not sold by auction, PropertyBureau may, in any commercially reasonable manner selected by PropertyBureau, dispose of Property. PropertyBureau will determine all aspects, terms and conditions of auctions of Property and dispositions of Property not purchased at auction, SUbject to the ultimate control of Owner. PropertyBureau will be responsible for all phases of sUbmitting the Property for auction, including, but not limited to, determining when Property will be auctioned, selllng the opening and reserve prices of Property, If any; determining the eelllng price, aelllng the length of time a Product will be auctioned; creating text and graphics to describe and depict Property submitted for auction; collecting all purchaser Information (such as purchaser's name, billing address, shlpplng address, and credit card informstion); approving purchasers' credit card purChase transactions; and collecting auction proceeds for completed sales from purchasers. PropertyBureau shall use Its best efforts in auctioning and selling the Property on the Intemat and disposing of Proparty that does not sell at aUction. PropartyBureau shaD sail and dsposa of all Property 'as is' without any liability to the Owner. PropertyBureau is solely responsible for identifying and resolving sales and use tax collaction issues arising from Properly sales, Including the necessity of charging and collecting such taxes. 4. Allocation of Sales Proceeds. a. The total amount paid by the purChaser shall be called the 'Sales Price'. The Sales Price ,hall include the winning bid amount (the 'WnningBid') snd all costs, shipping and handling charges, taxes, "0<1 insurance costs associated with the transaction and paid by the purchaser. b. For each Item of Property, Owner will be credited with 50% of the first $1,000 of the Winning Bid and 75% olthe portion, if any, of the Winning Bid that exceeds $1,000. From this amoun~ the ovvner's pro rala share of transaction fees, if any, assessed by the credit card processor ('Crecfrt Card Cosls') will be deducted. /" d. Credit Card Costs will be borne by Owner and PropertyBureau In proportion to the percentage of the revenue credited to the parties for each undertying transaction. d. Amounts received by the Owner will be called 'Owne(s Net Proceeds'. The fOllowing example illustrates how proceeds of a sale are to be allocated. Assume an Item of Property sells at auction for a Wnning Bid or $100; the buyer pays shipping and handling of $10, Insuranoe of $2, and sales tax of $6, The buyer pays the Sales Price of $118.00 by credit oard, and the Credit Card Costs are 2% of the Sales Price. The Credit Card Cost is therefore $2.36 ($118 x .02). Tha Owner and PropertyBureau each share 500,.{, of the unde~ying Wnning Bid, therefore Credit Card Costs are also shared equally ($1.18 each). The Owner's Net Proceeds sre $48.82 ($50.00 less $1.18). 5. Payment Terms. Not later than the 15" of each month, PropertyBureau will pay to Owner the amount of Owner's Net Proceeds payable for comp/eted sales during the preceding month. Sales are deemed comp/eted when a/l items comprising a lina item on the original manifest or other list of Property are sold, Wth each monthly paymen~ PropertyBureau will deliver to Owner a detailed report of completed sales activity for the preceding month showing PropertyBureau's calculation of the amount of Owner's Net Proceeds for the month. Wth each payment of Owner's Net Proceeds, PropertyBureau will deliver to Owner a written report selling forth the following information for the immediately preoading month: (i) the completed sales during the prior month, including the total amount of related proceeds collected, the Owner's and PropartyBureau's share of Credit Card Costs, the Owner's Net Proceeds; (Ii) other disposltlons of Proparty during the month; (III) the Property, If any, inventoried by PropertyBureau at the end of the month. Pago2or4 6/12102 6. PropertyBureau's Obligations Concerning Property in Its Possession. Wth respect to Property in PropertyBureau's possession: (i) PropertyBureau will exercise due care in the handling and storage of any Property; (ii) PropertyBuresu shall keep the Property free of liens, security interests, and encumbrances, and shall pay when due all fees end charges with respect to the Property; (Iii) PropertyBureau shall sign and deliver to Owner any UCC-1 financing statements or other documents reasonably requested by Owner; (Iv) PropertyBureau shall obtain and maintain insurance in an amount (determined by PropertyBureau) not less than the replacement value of Property in its possession. The Insurance will oover the Property against fire, thelt, and extended ooverage risks ordinarily included in similar policies. PropertyBureau shall glve Owner an Insurance certificate upon Owner's request; and (v) If PropertyBureau returns any Property to Owner, PropertyBureau shall pay all freight charges, insurance and related ooslll to return the Property to Owne~s nearest warehouse. PropertyBureau, at PrOpertyBureau's expense, shall Insure Property during shipping In an emount not less than the replacement vslue of any item of Property returned to Owner. 7. Owner's Obligations. Owner will use its best efforts to provide to Property Bureau such Property as becomes available for sale to the public. Owner will complete paperwork reasonably necessary to convey custodiai possession of the item of property to PropertyBureau, Including a written manifest or list that describes the item of Property in sufficient detail for identification. 6. Restrictions on Bidding. PropertyBureau and its employees and agents may not diractly or indirectly bid for or purchase auctioned Property on the Property Bureau web site. 9. Representations and Warranties of OWn..... Owner hereby represents, warrants and covenants as follows: (i) Property delivered to PropertyBuraau is available for safe to the general pUblic wlthout any restrictions or conditions whatevar; (iI) Owner will not knowingly deliver to PropertyBureau any Property of a counterfeit or Ulega) nature; and (iii) Owner has taksn all required actions under applicable law that are ooncltions precedent to Owner's right to transfer title to the Property to purchasers (ths 'Conditions Precedenr). 10. Books and Records. PrOperlyBureau will keep oomplete and accurate books of acooun~ records, and other documenlll wlth respect to this Agraement (the "Books and Records') for at least three years following expiration or termination of this Agreement Upon reasonable notice, the Books and Records will be available for inspection by Owner, at Owner's expense, at the location where the Books end Records are regularly maintained, during normal business houl'll. '; i 11, Term and Termination. Unless terminated earlier, thff term of this Agreement will begln on the Start Dele and terminate on the Termination Date. This Agreement may (be terminated if there /s a breach by either party of any obl/gation, representation or warranty contained in this Agreement, upon thirty days prior written notios to the other party unless the breach Is cured within the thirty day period, provided, however, if the breach Is not capable of being cured within thirty day., the breaching party will have a reasonable amount of time to cure the breach if it beg; os to cure during the thirty day period and proceeds diligentiy thereafter. The wrItlen notice will specify the precise nature of the breach. The rights of the parties to terminate this Agreement are not exclusive of any other righls and remecles avaUable at law or in equity, and such rights will be cumulative. 1l1e exercise of any such right or remedy will not preclude the exercise of any other rights and remedies. Notwithstanding eny termination by either party of this Agreemen~ PropertyBureau will oontinue to rema emounlll due to Owner under this Agreement in oonnection with any sales made before the effective date of the termination. At the time of termination, any unsold Inventory shall continue to be auctioned by Property Bureau or returned to Owner, at owne~. election and cost 12. Indemnification. SubJect to the limitations specified in this Section 12, each party will Indemnify, hold harmless and defend the other party and Its agents and employees from and against any and all losses, claims, damages, liabilities, whether Joint or severel, expell$es (Including reasonable legal fees and expenses), JUdgmenlll, fines and other amounts paid in selUement, incurred or suffered by any such person or entity arising out of or in oonnection with (I) the Inaccuracy of any representation or warrenty made by the party hereunder, (Ii) any breach of this Agreement by the party, or (Iii) any negligent act or omission by the party or its employees or agents In oonnaction with the performance by the party or its employees or agents of obligations hereunder, provided the negligent act or omission was not done Or omitted at the direction of the other party. 13, Umltatlons on Uablllty. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUI:NTIAL, SPECIAL OR EXEMPlARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF PROPERTY, OR ARISING FROM ANY OTHER PROVISiON OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROATS OR LOST BUSiNESS (COLLECTiVELY, 'DISClAIMED DAMAGES'); PROVIDED THAT EACH PARTY WILL REMAIN LIABLE TO THE OTHER PARTY TO THE EXTENT ANY DISCLAIMED DAMAGES ARE ClAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION PURSUANT TO SECTION 12. LIABILITY ARISING UNDER THIS AGREEMENT WILL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES. THE MAXIMUM UABlUTY OF ONE Rev fl/12102 PlIge3of4 . . PARTY TO THE OTHER PARTY FOR M4Y CLAIMS ARISING IN CONNECTION IMTH THIS AGREEMENT IMLL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY HEREUNDER IN THE YEAR IN WHICH LIABILITY ACCRUES; PROVIDED THAT EACH PARTY IMLL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF AN'( PAYMENT OBLIGATIONS OweD TO THE OTHER PARTY PURSUANT TO THE AGREEMENT. NOTlMTHSTM4DlNG ANYTHING HEREIN TO THE CONTRARY, OWNER'S LIABILITY IS NOT LIMITED UNDER THIS AGREEMENT IMTH RESPECT TO LIABILITY ARISING FROM OWNER'S FAILURE TO SATISFY TIMELY ALL CONDITIONS PRECEDENT. 14. Notices. Any notice under this Agreement must be in writing. Initially the addresses of the parti9$ v.ill be as follows: (I) If 10 PropertyBureau: PropertyBureau, Altn: Tom Lane, Pr9$ldent, 3551 Camino Mira Costa, Suite C, San Clemente California 92672; and (il) If to Owner: M the address stated below OWne(s Signature block on the filllt page of this Agreement. The parties may, from time to time and at any time, change their respective addresses and each v.ill have the right 10 specify as Its sddress any other address by at least ten days' written notice to the other party. 15. Severability. Whenever possible, each provision of this Agreement v.ill be interpreted in such a manner as to be effective and valid under applicabla law, but If any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision v.ill be ineffective only to the extent of such prohibition or invalidity, v.ithout invalidating the remainder of such provision or the remaining provisions of this Agreement. 16. Complete Agr",ment. This Agreement and any related documents delivered concurrenlly herev.ith, contain the complete agreement between the parties relating 10 the subject of this Agreement and supersede any prior undellltancings, agreementa or representations by or between the parties, written or oral, which may be related to the subjact matter hereof In any way. 17. Attorneys' Fees and Legal Expenses. If any proceecing or action is brought to recover any emount under this Agreemen~ or for or on aCQOunt of any breach of, or to enforce or interpret any of the terms, covenants, or conditione of thie Agreemen~ the prevailing party v.ill be entilled to recover from the other party, as part of the prevailing party's cosls, reasonable attomeye' fees, the amount of which v.i. be fixed by the court, and v.ill be made a part of any Judgment rendered. 18. Further Assu~..nces. PropertyBureau and Owner will each sign such other documents and take such actions as the other may rel'sonably request in order to effeot the relationships, services and activities contemplated by this Agraement and.~i account for and document those activities. 19. Governing Law. The internal law, and not the law of confticts, of the state in which the Owner is located v.ill govern all questions concerning the conatruction, validity and interpretation of this Agreement and the performance of the obligations Imposed by this Agreement. The proper venue for any proceeding at law or In equity v.ill be the state and county In which the Owner is located, and the parties waive any right to object to the venue. 20. Relationship of the Parties. The relationship created hereunder between Owner and PropertyBureau "";11 be solely that of independent contractors entering Into an agreement. No representationa or asserllons v.ill be made or actions taken by either party that oould imply or establis~ any agency, joint venture, partnership, employment or trust relationship between the parties v.ilh respact to the subject matter of this Agreement. Except as expressly provided in this A(;reement, nenher party will have any authority or power whatsoever to enter into any agreement, contract or commitment on behalf of the other, or to create any liability or obligation whatsoever on behalf of the other, to any paIllon or entity. Whenever PropertyBureau is given discretion in this Agreement, PropartyBureau may exercise that discretion solely In any manner PropertyBureau deems appropriate. 21. Force Majeure. Neither party will be liable for any failure of or delay In the performance of this Agreement for the period that such failure or delay is due to acts of God, public enemy, war, strikes or labor disputes, or any other cause beyond the parlles' reasonable control (each a "Force Mejeure"), it being undellltood that lack of financial resources v.ill not to be deemed a cause beyond a party's control. Each party v.ill notify the other party promptly of the occurrence of any Force Majeure and carry out this Agreement es promplly es practicable after such Force Majeure Is terminated. The existence of any Force Majeure v.iU not extend the term of this Agreement. 22. Counterparts. This Agreement may be signed in any number of counterparts. R.v 6/12/02 Pog.4of4