HomeMy WebLinkAboutPropertyRoom.comRESOLUTION 2011-311
ADOPTED
DOC ID: 6798
THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2011-311 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
APRIL 12, 2011:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Auction Services Disposition Agreement between
Property. Room.eom and the Town of Southold regarding online auctioning services for a
period of one year, including automatic renewals for consecutive one year terms, subject to the
approval of the Town Attorney.
Elizabeth A. Neville
Southoid Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: William Ruland, Councilman
SECONDER: Vincent Orlando, Councilman
AYES: Ruland, Orlando, Talbot, Krupski Jr., Evans, Russell
AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
Auction Services Disposition Agreement
These Terms and Conditions set forth the terms upon which PropertyRoom.com, Inc.. a Delaware corporation
("PRC"), will handle the auction and disposition of Property provided from time to time by the Contracting
Organization ;or any Sister Agency of the Contracting Organization (jointly and severally, the "Owner") to PRC (the
"Disposition Services") on behalf of, and as agent for, the Owner.
These Terms and Conditions may be accepted by PRC, on one hand, and the organization to which the Services are
provided (the "Contracting Organization") on the other hand, by (i) the execution of a written agreement expressly
incorporating these terms, together with any attachments or addenda expressly incorporated therein (the
"Executed Documentation"), (ii) the presentment of these Terms and Conditions as part of a proposal letter,
proposal documentation or other written submission signed by PRC and acceptance in writing (whether by letter,
facsimile or e-mail} of such materials by the Contracting Organization without modification (the 'q'ransaction
Documentation"), (iii) the presentment of these Terms and Conditions as part of a proposal letter, proposal
documentation or other written correspondence signed by PRC and the subsequent submission by the Contracting
Organization of Property to PRC for the performance of Disposition Services. These Terms and Conditions may also
be accepted by any municipal, county or state governmental agency located in the state in which the Contracting
Organization is located (each a "Sister Agency") by the submission by the Sister Agency of Property to PRC for the
performance of Disposition Services pursuant to the terms and conditions of an Agreement between PRC and the
Contracting Organization.
The agreement between the PRC and the Owner (the "Agreement") consists of these Terms and Conditions and (i)
if. any Executed Documentation exists, such Executed Documentation, (ii) if no Executed Documentation exists but
Transaction Documentation exists, such Transaction Documentation. If neither Executed Oocumentation nor
Transaction DOCUmentation exists, then the Agreement shall consist solely of these Terms and Conditions. The
Agreement, as so defined, collectively comprises the entire agreement between PRC and the Owner relating to the
subject of the Agreement and supersedes any prior understandings, agreements or representations by or between
the parties, Written or oral, which may be related to the subject matter hereof in any way. The Agreement cannot
be modified except in writing by the duly authorized representatives of PRC and the Contracting Organization.
Property to Be Sold. From time to time, Owner will designate items of property (the "Property") that it desires
to provide to PRC for Disposition Services. PRC retains the right to accept or reject certain items as Property in
its sole discretion. ~
2. Title to Property. Owner shall retain legar title to the Property until it is purchased by auction or otherwise
disposed of in accordance with the Agreement at which time Owner will be deemed to have transferred title
to the purchaser or Other acquirer of the item of Property (the "Buyer"). Owner appoints PRC as its
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Auc~rlON SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
representative and instrumentality to hold and offer for sale on Owner's behalf the Property, in accordance
with the Agreement. In connection therewith, Owner appoints PRC as its attorney-in-fact to sign any and all
documents necessary to assign to Buyers all of Owner's right, title and interest in and to Property sold or
disposed. Owner's Property shall, at all times before sale or disposition, be subject to the direction and control
of Owner. Cash receipts, accounts receivable, contract rights, notes, general intangibles, and other rights to
payment of every kind, arising out of the sales and dispositions of Property (collectively the "Proceeds")
belong to Owner, subject to payment of amounts owed by Owner to PRC and to third parties pursuant to the
Agreement, which amounts shall be disbursed by PRC on behalf of Owner as provided in the Agreement.
Methed of gelling Property,
a. Portable Property Items. PRC will, on Owner's behalf as its representative, pick-up, store and list Property
for sale by auction to the public on the internet on one or more domain names selected by PAC. To the
extent that any Property is not sold by auction, PRC may, in any commercially reasonable manner selected
by pRC, dispose of Property. PRC will determine all aspects, terms and conditions of auctions of ProperW
and dispositions of Property not purchased at auction, subject to the ultimate control of Owner. PRC will
handle all phases of submitting the Property for auction, including, but not limited to, determining when
Property will be auctioned, setting the opening and reserve prices of Property, if any; setting the length of
tim~ Property will be auctioned; creating text and graphics to describe and depict Property submitted for
auction; collecting Buyer information (such as name, billing address, shipping address, and credit card
information); approving Buyer credit card purchase transactions; and collecting auction proceeds for
completed sales from Buyers. PRC shall use reasonable commercial efforts in auctioning and selling the
Property on the Internet and disposing of Property that does not sell at auction. PRC shall sell and dispose
of ail Property #as is" without any liability to the Owner. PRC is solely responsible for identifying and
resolving sales and use tax collection issues arising from Property sales, including the necessity of charging
and collecting such taxes.
b. Large Property Items. PRC will, at Owner's request and on Owner's behalf as its representative, list
physically large Property ("Large-Items") for sale by auction, including but not limited to cars, trucks,
boats, planes and bulk lots of bicycles. For Large-Items, PRC offers Owner different selling options ("Gold"
and ~Platioum"), each with different service components and associated pricing.
(1) ia-Place Options. For Gold, PRC will auction Large-Items in-place, and in this context, '~in-place"
means that PRC will not pick-up and store these specific Items but rather Owner will maintain
physical control until transfer of title to such Large-Items to Buyers.
(2) Haul-away Option. For Platinum, PRC will, in conjunction with an agent or subcontractor of PRC and
to the extent practical, pick-up and haul-away Large-items, selling via online auction and transferring
title and physical possession to Buyers as described in Portable Property Items.
(3) Large-Item Service Summan/. The Large-Item Auction Services Option Table below depicts service
components associated with each option.
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AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDFrlONS
Method of Selling Property: Large-Item Auction Services Option Table
1. ListLarge-ltem for online auction PRC PRC
2. Checklist review and coordination PRC PRC
3. Usting write-up and marketing PRC PRC
4. Auction and auction technology manaBement PRC PRC
5. Customer Support to Bidders PRC PRC
6. Coordinate Buyer payment and Large-Item pick-up PRC PRC
7. Transaction (payment) processing PRC PRC
g, Photographing, vehicle review, equipment description Owner PRC
9. Provide or procure asset title documentation, as applicable Owner Owner**
10. Pick-up and haul-away for off-premises online auction PRC
* PRC provides its Platinum sen~ice in cooperation with Copart, Inc., (#CPRT"} a publicly traded US company with over
140 geographically-dispersed vehicle storage facilities.
~* At Owner request, PRC and CPRT will acquire title documentation through an agent or subcontractor of PRC.
4. Term and Termination.
a. The Agreement will become effective upon formation (the "Effective Dater) and wit continue for an initial
term of one (1) year from the Effective Date and thereafter will automatically renew for consecutive one
(1) year terms unless written notice of non*renewal is provided by either party to the other at least sixty
(60) days prior to the expiration of the then current term.
b. The Agreement may be terminated if there is a breach by either party of any obligation, representation or
warranty contained in the Agreement, upon thirty (30) days prior written notice to the other party unless
the breach is cured within the thirty (30) day period, provided, however, if the breach is not capable of
being cured within thirty (30) days, the breaching party will have a reasonable amount of time to cure the
breach if it begins to cure during the thirty (30) day period and proceeds diligently thereafter. The written
notice will specify the precise nature of the breach.
c. The rights of the parties to terminate the Agreement are not exclusive of any other rights and remedies
available at law or in equity, and such rights will be cumulative. The exercise of any such right or remedy
will not preclude the exercise of any other rights and remedies.
d. Notwithstanding any termination by either party of the Agreement, PRC will continue to remit the
Proceeds a~'isinB under the Agreement (net of amounts owed by Owner to PRC and to third parties
pursuant to the Agreement) in connection 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 PRC or
disposed on behalf of Owner or returned to Owner, at Owner's election and cost.
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AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
5. Agocatlon of ga~es Proceeds.
a. Portable Property Items
Sales Price. The total amo~Jnt of Proceeds paid by Buyer shall be called the "Sales Price." The Sales
Price shall include the winning bid amount (the "Winning Bid") and all costs, shipping and handling
charges, taxes, and insurance costs associated with the transaction and paid by Buyer.
Transaction Costs. PRC shall utilize all costs, shipping and handling charges, taxes, and insurance
~osts collected from the Buyer (ot~er than the Winning Bid) to pay or remit such costs, shipping and
handling charges, taxes, and insurance costs on behalf of Owner and Buyer, as applicable.
PRC Commission. For each item of Property, Owner will pay to PRC (by deduction pursuant to the
section titled "Payment Terms" below) a fee (the "PRC Commission") equal to fifty percent (50%) of
the first $1,000 of the Winning Bid and twenty five percent (25%) of the Winning Bid portion, if any,
that exceeds ~I,000. The amount of the Winning Bid remaining after deduction and payment of the
PRC Commission will be called "Owner's Gross Proceeds".
(4)
Processing Costs. Credit card processing costs ("Credit Card Cost") and affiliate processing fees (the
*Affiliate Fees," which include commissions and processing costs paid to third parties IF such a third
party sent the winning bidder to the website), will be borne by Owner and PRC in proportion to the
ratio of Owner's Gross Proceeds to PRC Commission. Owner's portion of Credit Card Cost and
Affiliate Fees (collectively, the "Processing Costs") will be paid by PRC to applicable third parties on
Owner's behalf.
(5) Net proceeds. The amount of the Winning Bid paid to Owner after deduction and payment of the PRC
Commission and Processing Costs will be called ~Owner's Net Proceeds".
Portable Item Example. The following example illustrates allocation of proceeds from a Portable Property
Item sale. Assume an item of Property sells at auction for a $100 Winning Bid; the Buyer pays shipping
and handling of $10, insurance of $2, and sales tax of ~6. The Buyer pays the gales Price of ~;118.00 (~100
+ $10 + $2 + $6) by credit card, and the Credit Card Cost is 3% of the Sales Price or ~;3.54 (0.03 x $118) and
the Affiliate Fee is 4.8% or $4.80 (0.048 x ~:~00). PRC will retain $10 of the Sales Price for shipping and
handling, $2 for insurance and ~6 for remittance to relevant tax authorities. PRC will pay itself from the
Winning Bid the amount of ~;50 as the PRC Commission. AS the ratio of the PRC Commission to Owner's
Gross Proceeds is :1:1, the Credit Card Costs and Affiliate Fees are shared equally, $1.77 each (~3.54 + 2)
for Credit Card Cost and $2.40 each ($4.80 .-' 2) for Affiliate Fees. The portion of the Processing Fees
allocated to Owner (that is, $4,17) will be paid to the relevant third parties out of Owner's Gross
ProCeeds, with the remainder being the responsibility of PRC. Owner's Net Proceeds equal $45.83
(3100.00 Winning Bid less $50 PRC Commission less $4.17 Owner's share Of Processing Costs).
(6) Fuel Surcharge. PRC does NOT charge pick-up fees. Instead, a fuel surcharge ("Fuel Surcharge") will
be paid to PRC out of Owner's Net Proceeds for each Portable Item manifest when diesel prices rise
above a specific level as shown in the Fuel Surcharge Schedule below. PRC tracks benchmark average
diesel retail prices as published online by the Energy Information Administration of the US
Department of Energy and resets its fuel surcharge quarterly based on average weekly pdcing from
the prior quarter. Fuel Surcharges, if any, are deducted from monthly Owner's Net Proceeds.
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AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
Fuel Surcharge Schedule
:: Re~ai! Die~!(Per ga!) iFuel SUrcharGe* : :
Less than $2.50 $ 0.00
$ 2.50 to ~ 2.99 ~ 22.40
:$ 3.00 to ~ 3.49 $ 24.80
$ 3.50 to ~ 3.99 $ 37.20
~ 4.00 to ~ 4.49 $ 49.60
$ 4.50 to $ 4.99 $ 62.00
$ 5.00 to ~ 5.49*~ ~ 74.40
(7) To the extent that Property is not sold by Auction and PRC disposes of Property in a commercially
reasonable manner (see "Method of Selling Property" section), including, but not limited to, sending
to a charity, recycling center, landfill, or scrap metal processor, Owner understands and agrees to the
following.
(a) When Pr:operty is not sold by Auction, PRC disposition activities create additional PRC processing
costs (the D~sposal Costs ) and potent ally a d spos~bon Sa es Price (the 'D spos t~on Proceeds .
(b)
Disposal Costs include, but are not limited to, labor cost of reloading Property onto a truck, labor
and vehicle costs associated with transporting Property for disposition, and third-party fees, such
as landfill, recycling, and hazardous material disposal fees.
(c) Disposition Proceeds include, but are not limited to, a Sales Price obtained for scrap metal.
(d) PRC will bear the burden of Dispasal Costs.
(e)
Owner will pay to PRC the Disposition Proceeds, if any, as an offset to Disposal Costs, except if
Disposition Proceeds for an item of Owner Property exceed $250, in which case Owner shall be
entitled to retain a portion of Disposition Proceeds calculated in accordance with Section 5a
above, provided that the Disposition Proceeds will be deemed to be the "Sales Price" and the
Disposal Costs will be deducted as a transaction cost under Section 5a(2) above.
b. Large Items.
(1) Sales Price, PRC Commission, Processing Costs and Net Proceeds. Calculated in a manner directly
analogous to Portable Property Items.
(2) PRC Commission. For each Large-Item of Property, PRC will be entitled to a PRC Commission equal to
a percent of the Winning Bid which varies according to the Large-Item service option employed. In
addition, PRC will be entitled to charge to the Buyer a premium paid directly to PRC (the "Buyer's
Premium") which will not be included in the Winning Bid.
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AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
(a) Gold. The PRC Commission will be 5% of the Winning Bid and PRC will charge Buyer a 15%
Buyer's Premium.
(b) Platinum. The PRC Commission will be ~.2.5%oftheWinning Bid.
For large items that can be ~auled on a standard vehicle transporter, the tow services are
provided for free when within 30 miles of one of CPRT's 140 facilities. A $25 tow fee applies for
every 25 miles over the first 30 free miles. In addition, fees for acquiring titles on behalf of
Owner, if any, or for over-sized vehicle (e.g., crane, bus, backhoe, etc.} haul-away fees, will be
borne entirely by Owner.
Large-Item Example. Assume a Large-Item sells at auction for a Winning Bid of $1,000.00 and with no
shipping or handling charges yields a $~.,000.00 Sales Price. For the Gold option, PRC collects and retains a
15% Buyer's Premium, $150,00 (0.:L5 x $1,000), from Buyer. With regard to collecting the Sales Price and
sharing proceeds, the approach differs by option:
Gold. PRC completes the sale by collecting the $1,000.00 Sales Price from Buyer, The underlying
Winning Bid results in a $SO PRC Commission, leaving $950 in Owner's Gross Proceeds. Assuming
Processing Costs of 3% (~30.00), these would be borne 95% by Owner, $28.50 [0.95 x $30) and
5% by PRC. $L50 (O.0S x $30), respectively. The Owner's Net Proceeds would equal $92[.50
($950.00 less ~28.501,
Platinum. PRC and CPRT complete the sale by collecting the $1,000.OO Sales Price from Buyer.
The underlying Winning Bid results in a $125 PRC Commission, leaving $875 in Owner's Gross
Proceeds. Assuming Buyer pays by electronic funds transfer, as the majority of Buyers do, then
Processing Costs would equal 0% and the Owner's Net Proceeds would equal $875.
6. Payment Terms. Once every month, PRC will remit to Owner the amount of Owner's Net Proceeds (less any
Title Fees and/or Fuel Surcharges, if applicable) arising from completed sales during the preceding month
(after payment of all transaction costs, PRC Commissions, Processing Fees, Title Fee and Fuel Surcharges, as
applicable). Sales are deemed completed when all items comprising a line item on the original manifest or
other list of Property are sold. With each payment of Owner's Net Proceeds, PRC will make available to
Owner, online, a report setting forth the following information for the immediately preceding month:
a. The completed sales during the prior month, including the total amount of related Proceeds collected, the
transaction costs, the PRC Commissions, the Owner and PRC share of Processing Costs, any applicable
Title Fees and/or Fuel Surcharges, and the Owners Net Proceeds;
b. Otb;er dispositions of Property during the month; and
c. The Property, if any, inventoried by PRC at the end of the month.
7. PropertyRoom~s Obg&ations Concerning I~roperty in Its Possession, With respect to Property in PRC's
possession:
a. PRC will exercise due care in the handling and storage of any Property;
b. PRC shall keep the Property free of liens, security interests, and encumbrances, and shall pay when due all
fees and charges with respect to the Property;
c. PRC shall sign and deliver to Owner any UCC-~. financing statements or other documents reasonabty
requested by Owner; and
d. PRC shall obtain and maintain insurance in an amount (determined by PRC) not less than the replacement
value of Property in its possession. The insurance will cover the Property against fire, theft, and extended
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AUCTION SERVICES IHSPOSITION AGREEMENT
TERMS AND CONDITIONS
coverage risks ordinarily included in similar policies. PRC shall give Owner a certificate or a copy of each of
the above upon Owner's request,
Owner Obligations. Owner will use its best efforts to provide to PRC such Property as becomes available for
sale to the public. Owner will complete paperwork reasonably necessary to convey custodial possession of the
item of Property to PRC. including a written manifest or list that describes the item of Property in sufficient
detail for identification. In addition, to help comply with public notification statutes as well as to support
internal traffic flow to the PRC auction website, Owner agrees to place a permanent clickable link (the "Link")
to www. ProoertvRoom.com on one or more Owner websites. PRC will supply Link technical requirements,
text and images to Owner.
Owner agrees that it will not provide Property that is illegal or hazardous or infringes the intellectual property
rights of any third party ("Prohibited Property"), including but not limited to explosives, firearms, counterfeit
or unauthorized copyrighted material ("knock-offs"), poisons or pharmaceuticals. In the event that any third
party asserts a claim that any Property consists of Prohibited Property, Owner shall indemnify and hold PRC
harmless from any such claim and all damages, liabilities (whether joint or several}, costs and expenses
(including reasonable legal fees and expenses), judgments, tines and other amounts paid in connection with
such claim, whether or not litigated. In the event of any such claim or if PRC otherwise determined in good
faith that any Property consists of Prohibited Property, PRC shall have the right to immediately suspend or
cance) (even if completed) any auction or disposal of such Property and may refuse to seU, offer to seU or
otherwise dispose of such Property. To the extent requested by PRC, Owner will provide reasonable
assistance in determining whether such Property in fact consists of Prohibited Property,
In the event that any Buyer asserts a claim that any Property consists of Prohibited Property and PRC
determined in good faith that such claim is reasonably likely to be determined to be correct, PRC may, in its
discretion, accept the return of such Property and refund the Sales Pdce for such Property to the Buyer, in
which event PRC may then destroy such Property or return such Property to Owner and such refunded Sales
Price shall be deducted from future remittances of Owner's Net Proceeds made by PRC.
9. Restrictions on Bidding. PRC and its employees and agents may not directly or indirectly bid for or purchase
auctioned Property on the PRC web site.
:10. Representations and Warranties of Owner. Owner hereby represents, warrants and covenants as follows (the
"Conditions Precedent"):
a. Property delivered to PRC is available for sale to the general public without any restrictions or conditions
whatever and does not consist of Prohibited Property; and
b. Owner has taken all actions under applicable law that are required for Owner to auction the Property or
to transfer title to the Property to Buyers (including, without limitation, all notice requirements and the
like required prior to the sale of Property at auction under local statute or municipal code).
1:1. Books and Records. PRC will keep complete and accurate books of account, records, and other documents
with respect to the Agreement (the "Books and Records") for at least three (3) years following expiration or
termination of the 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 and Records are regularly maintained, during
normal business hours.
:12. Indemnification. Subject to the limitations specified in the Agreement, each party will indemnify, bold
harmles~ and defend the other party and its agents and employees from and against any and all ~osses, claims,
damage~, liabilities (whether joint or several), costs and expenses (including reasonable legal fees and
expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by any such person or
entity (collectively, "Losses") adsing out of or in connection with:
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AUCTION SERVICES DISPOSITION AGREEMENT
TERMS AND CONDITIONS
a. the inaccuracy of any representation or warranty made by the party hereunder,
b. any breach of the Agreement by the party, or
c. any negligent act or omission by the party or its emp[oyees or agents in connection 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. Umitations on Liability. UNDER NO CIRCUMSTANCES WILL EFFHER PARTY gE LIABLE TO THE OTHER PARTY FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN
ADVISED OF THE POSSIBIUTY OF SUCH DAMAGES), ARISING FROM BREACH OF THE AGREEMENT, THE SALE OF
PROPERTY, OR ARISING FROM ANY OTHER PROVISION OF THE AGREEMENT, SUCH AS, BUT NOT LIMITED TO,
LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS (COLLECTIVELY, "DISCLAIMEO 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 THE
AGREEMENT. LIABILITY ARISING UNDER THE AGREEMENT WiLL BE LIMITED TO DIRECT, OBJECTIVELY
MEASURABLE DAMAGES. THE MAXIMUM UABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS
ARISING IN CONNECTION WITH THE AGREEMENT WILL 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 WILL REMAIN LIABLE FOR THE AGGREGATE AMOUNT OF ANY PAYMENT
OBLIGATIONS OWED TO THE OTHER PARTY PURSUANT TO THE AGREEMENT AND FOR ANY AMOUNTS
CLAIMED BY A THIRD PARTY WHICH ARE SUBJECT TO INDEMNIFICATION PURSUANT TO THE AGREEMENT.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, OWNER'S LIABILn'Y IS NOT LIMITED UNDER THE
AGREEMENT WITH RESPECT TO LIABILITY ARISING FROM OWNERS FAILURE TO SATISFY TIMELY ALL
CONDITIONS PRECEDENT.
14. Assignment. The Agreement may not be assigned, in whole or in part, by either of the parties without the
prior written consent of the other party (which consent may not be unreasonably withheld or delayed).
Notwithstanding the foregoing, an assignment of the Agreement by either party to any subsidiary or affiliate
or a third part,/acquisition of all or substantially all of the assets of such party will not require the consent of
the other party, so long as such subsidiary, affiliate or acquiring entity assumes all of such party's obligations
under the Agreement. No delegation by PRC of any of its duties hereunder will be deemed an assignment of
the Agreement, nor will any change in control nor any assignment by operation of law by either party. Subject
to the restrictions contained In this section, the terms and conditions of the Agreement will bind and inure to
the benefit of each of the respective successors and assigns of the parties hereto.
:15. Notices. Any notice or other communication given under the Agreement w~ll be in writing and delivered by
hand, sent by facsimile (provided acknowledgment of receipt thereof is delivered to the sender), sent by
certified, registered mai) or sent by any nationally recognized overnight courier service to the addresses
provided on the signature page oft. he Agreement. The parties may, from time to time and at any time, change
their respective addresses and each will have the right to specify as its address any other address by at least
ten (10) days written notice to the other party.
16. Interpretation. Whenever possible, each provision of the Agreement will be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of the Agreement is held to be prohibited
by or invalid under applicable law, such provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of the Agreement.
The headings in the Agreement are inserted for convenience of reference only and shah not constitute a part
hereof. Nothing in the Agreement is intended nor shall it be construed to confer any rights or remedies upon
any person or entity other than the parties named herein and their respective successors and permitted
assigns. The parties have participated, or had the opportunity to participate in, the negotiation and drafting of
the Agreement or requested, or had the opportunity to request, amendments to the Agreement. In the event
an ambiguity or question of intent or interpretation arises, the Agreement shall be construed as if drafted
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AUCTION SERVICES DISPOSITION A(;REEMEWI'
TERMS AND CONDITIONS
jointJy by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of the Agreement.
17. Governing Law. The internal law, and not the law of conflicts, of the state in which the Owner is located will
govern all questions concerning the construction, validity and interpretation of the Agreement and the
performance of the obligations imposed by the Agreement. The proper venue for any proceeding at law or in
equity will be the state and county in which the Owner is located, and the parties waive any right to object to
the venue. If any proceeding or action is brought to recover any amount under the Agreement, or for or on
account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of the
Agreement, the prevailing party will be entitled to recover from the other party, as part of the prevailing
party's tosts, reasonable attorneys' fees, the amount of which will be fixed by the court, and will be made a
part of any judgment rendered.
18. Further Assurances. PRC and Owner will each sign such other documents and take such actions as the other
may reasonably request in order to effect the relationships, services and activities contemplated by the
Agreement and to account for and document those activities.
19. Relationship of the Paltles. No representations or assertions will be made or actions taken by either party
that could imply or establish any joint venture, partnership, employment or trust relationship between the
parties with respect to the subject matter of the Agreement. Except as expressly provided in the Agreement,
neither party wlH 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 person or entity. Whenever PRC is gi~.'en discretion in the Agreement, PRC may exercise that discretion
solely in any manner PRC deems appropriate. PRC shal~ be not liable to Owner for any Losses ~ncurred by
reason of any act or omission performed or omitted by PRC in good faith on behalf of the Owner and in a
manner reasonably believed to be within the scope of authority conferred on PRC by the Agreement, except
that PRC shall be liable for any such Losses incurred by reason of PRC's fraud, gross negligence or willful
misconduct.
20. Force Majeure. Neither party will be liable for any failure of or delay in the performance of the 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 parties' reasonable control (each a "Force Majeure"), it being understood that lack of
financial resources will not to be deemed a cause beyond a party's control. Each party will notify the other
party promptly of the occurrence of any Force Majeure and carry out the Agreement as promptly as
practicable after such Force Majeure is terminated. The existence of any Force Majeure will not extend the
term of the Agreement.
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AUCTION SERV CES DISPOSITION AGREEMI~NT
TERMS AND CONDITIONS
Owner Ihform~tiOn: ~ : ::
Owner Name
Address
Phone
Email
SChedules, Suppiements& Other Attachments
Mark included attachments:
Terms and Conditions Yes
Addendums:
This Agreement, including all of the terms and conditions set forth in the attached Terms and Conditions as well as
all other attachments indicated in the box above, comprises the entire Agreement between the Parties. This
Agreement cannot be modified except in writing by the duly authorized representatives of both parties.
Owner
Signor Name
Signor ~le
Sign~t~
Signature
PropertyRoom. com
Signor Name
Signor Title
Signatu/ #
Signature Date
ProoertyRoom.com, Inc.
26421 Crown Valley Parkway, Ste 200
Mission Viejo, California 92691
+:1 (949) 282-0121
Federal Tax ID 86-0962102
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