HomeMy WebLinkAboutContract 37419 (2)PROPERTY DISPOSITION SERVICES AGREEMENT
17Y SECRETARY
rtR,,L�f:'�rT NO. ��1� -
PropertyRoom.com, Inc., a Delaware corporation ("PropertyRoom" or "PRC"), enters into this agreement (the
"Agreement"), with the client 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 August 1, 2008 (the "Start Date"), Owner engages the Services of PRC.
Owner Information Schedules, Supplements &Other Attachments
City of Fort Worth/Fort Worth Police Department
Mark included attachments:
Owner Name
1000 Throckmorton St. Terms and Conditions Yes
Address
Fort worth, TX 76102
City, State Zip Code
817-335-4222
Phone
Email
Addenda 12
Yes
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, as listed
below:
Owner: City of Fort Worth/Fort Worth
Police Department
Signor Name
Signature
PropertyRoom.com
P.J. Bellomo
Signor Name
CEO
Signor TitlV%.,ol'
Signature
07/28/2008
Signature Date
PropertyRoom.com, Inc.
26421 Crown Valley Parkway, Ste 200
Mission Viejo, California 92691
+1 (949) 282-0121
Federal Tax ID 86-0962102
OFFICIAL RECORD
Cliff( SECRETARY
FT. WORTH, TX
F�ErFE3O�`ED AS TO FORM AND LEGALITY:
I�ROPERTY DISPOSITIOIi SERN710ES AGREEMENT
ADDITIONAL OWNER SIGNORS
Owner
Owner
Signor Name Signor Name
Signor Title Signor Title
Signature Signature
Signature Date Signature Date
Owner Owner
Signor Name Signor Name
Signor Title Signor Title
Signature Signature
Signature Date Signature Date
Owner Owner
Signor Name Signor Name
Signor Title Signor Title
Signature
Signature Date
Signature
Signature Date
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
2of8
I�ROPERTY DISPOSITION SERVICES AGREEMENT
TERMS AND CONDITIONS
1. Property to be Sold. From time to time, Owner will designate items of personal property (the "Property") that
it desires to provide to PRC for Disposition Services. PRC retains the right to accept or reject certain items in its
sole discretion.
2. Title. Owner shall retain legal title to the Property until it is purchased by auction or otherwise disposed of in
accordance with this 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 attorney -in -fact to sign any
and all documents necessary to assign to Buyers all of Owners right, title and interest in and to Property sold or
disposed. 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 PRC's right to PRC's Net Proceeds and funds attributable to credit card processing costs
and other transaction costs. Owner's Property shall, at all times before sale or disposition, be subject to the
direction and control of Owner.
3. Method of Selling Property.
a. Portable Property Items. PRC will, on Owners behalf, pick-up, store and list Property for sale by auction to
the public on the internet on one or more domain names selected by PRC. 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 Property and dispositions of Property not
purchased at auction, subject to the ultimate control of Owner. PRC will be responsible for 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; determining the selling price, setting the
length of time 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
all 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, 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 ("Silver," "Gold," "Gold -Plus" and
"Platinum"), each with different service components and associated pricing.
(1) In -Place Options. For Silver, Gold and Gold -Plus ("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 Items to Buyers.
(2) Haul -away Option. For Platinum, PRC will, in conjunction with a partner 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 Summary. The Large -Item Auction Services Option Table below depicts service
components associated with each option.
9F'FICIAL RECOR®
CITY SECRETARY
FTo WORTH, TX
0..11V ." D,..,. ^n fd .. T ., a_T�am A „r.*;nn Carv;rac ""inn T51
Responsible` Par ' (if applicable)
Service Component
Silver
Gold'
Gold+
Platinum
1. List Large -Item for In -Place online auction
PRC
PRC
PRC
2. Checklist review and coordination
PRC
PRC
PRC
PRC
3. Listing write-up and marketing
PRC
PRC
PRC
PRC
4. Auction and auction technology management
PRC
PRC
PRC
PRC
5. Customer Support to Bidders
Owner
PRC
PRC
PRC
6. Coordinate Buyer payment and Large -Item pick-up
Owner
PRC
PRC
PRC
7. Transaction (payment) processing
Owner
PRC
PRC
PRC
8. Photographing, vehicle review, equipment description
Owner
Owner
PRC
PRC
9. Provide or procure asset title, as applicable
Owner
Owner
Owner
Owner*
10. Pick-up and haul -away for off -premises online auction
PRC
* At Owner request, PRC will acquire title through its partner and pass-tnrougn uue acquisition cost.
4. Term and Termination.
a. This Agreement will become effective as of the Start Date and will continue for an initial term of one (1) year
(the "Initial Term") following the "Launch Date" (as defined herein) 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. As used herein, "Launch Date" shall mean the date on which PRC completes the first auction of Owner
Property.
c. This Agreement may be terminated if there is a breach by either party of any obligation, representation or
warranty contained in this 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.
d. The rights of the parties to terminate this 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.
e. Notwithstanding any termination by either party of this Agreement, PRC will continue to remit amounts due
to Owner under this 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
returned to Owner, at Owner's election and cost.
5. Allocation of Sales Proceeds.
a. Portable Property Items
(1) Sales Price. The total amount 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.
(2) The Split. For each item of Property, Owner will be credited with 50% of the first $1,000 of the
Winning Bid and 75% of the Winning Bid portion, if any, that exceeds $1,000. From this amount, the
Owner's pro rata share of transaction fees (the "Processing Costs"), if any, will be deducted.
(3) 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 they sent the
winning bidder to the website), will be borne by Owner and PRC in proportion to the percentage of the
revenue credited to the parties for each underlying transaction.
(4) Net Proceeds. Amounts received by the Owner 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 fora $100 Winning Bid; the Buyer pays shipping
and handling of $10, insurance of $2, and sales tax of $6. The Buyer pays the Sales 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 $100). The Owner and PRC each share 50% of the
PROPERTY DISPOSITION SERVICES AGREEIAENT
b.
underlying Winning Bid, therefore Credit Card Costs and Affiliate Fees are also shared equally, $1.77 each
($3.54 - 2) for Credit Cost and $2.40 each ($4.80 _ 2) for Affiliate Fees. The Owner's Net Proceeds are
$45.83 ($50.00 less $4.17). Note: less than 1 out of 10 transactions include Affiliate Fees.
(5) Fuel Surcharge, The Company does NOT charge pick-up fees. Instead, a fuel surcharge applies per
Portable Item manifest when diesel prices rise above a specific level as shown in the Fuel Surcharge
Schedule below. The Company benchmarks 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 pricing from the prior quarter. Fuel surcharges, if any, deduct from monthly
Owner's Net Proceeds.
F1/PI .CLYC%2QYPe .4chedule
Retail Diesel k
er al)
Fuel
Surchar e*
Less than
$2.50
$
0.00
$
2.50
to
$
2.99
$
12.40
$
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
*
**
Divides across locations and/or sub -accounts picked -up same day
Table continues upward at same rate
(6) 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 Property is not sold by Auction, PRC disposition activities create additional PRC
processing costs (the "Disposal Costs") and potentially a disposition Sales Price (the "Disposition
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 Disposal Costs.
(e) PRC will retain 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 PRC will credit Owner a
portion of Disposition Proceeds per "The Split" and "Example" above.
Large- Items.
(1) Sales Price, Processing Costs and Net Proceeds. Calculated in a manner directly analogous to
Portable Items.
(2) The Split. For each Large -Item of Property, Owner will be credited with a percent of the Winning Bid
which varies according to the Large -Item service option employed.
(a) Silver. Owner will be credited with 100% of the Winning Bid and PRC will charge Buyer a 15%
Buyer's Premium.
(b) Gold. Owner will be credited with 95% of the Winning Bid and from this amount, the Owner's
pro rata share of the Processing Costs, if any, will be deducted. PRC will charge Buyer a 15%
Buyer's Premium.
(c) Gold -Plus. Owner will be credited with 90% of the Winning Bid and from this amount, the
Owner's pro rata share of the Processing Costs, if any, will be deducted. PRC will charge Buyer a
15% Buyer's Premium.
(d) Platinum. Owner will be credited with 70% of the Winning Bid less any title pass -through fees
from PRC partner.
Large -Item Example. Assume aLarge-Item sells at auction for a
shipping or handling charges yields a $1,000.00 Sales Price. For th
� o•'' i • rile f! =aa
•
T.
WORTH, TX
�:1:LM1'iMAalal31%081
PRC collects and retains a 15% Buyer's Premium, $150.00 (0.15 x $1,000), from Buyer. With regard to
collecting the Sales Price and sharing proceeds, the approach differs by option:
Silver. Owner completes the sale by collecting the $1,000.00 Sales Price from Buyer, retaining
100% as Owner's Net Proceeds.
Gold. PRC completes the sale by collecting the $1,000.00 Sales Price from Buyer. The
underlying Winning Bid is shared 95% by Owner, $950 (0.95 x $1,000) and 5% by PRC, therefore
a 3% ($30.00) Credit Card Cost is split 95% by Owner, $28.50 (0.95 x $30) and 5% by PRC,
$1.50 (0.05 x $30). The Owner's Net Proceeds are $921.50 ($950.00 less $28.50).
Gold -Plus. PRC completes the sale as described in Gold, but with a 90-10 Split,
Platinum. PRC complete the sale as described in Gold, but with a 70-30 Split and with a
deduction of any title acquisition pass -through fees.
6. Payment Terms. Once every month, PRC will pay to Owner the amount of Owner's Net Proceeds payable for
completed sales during the preceding month. 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 a detailed 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, Owner
and PRC share of Processing Costs, and the Owners Net Proceeds;
b. Other dispositions of Property during the month; and
C. The Property, if any, inventoried by PRC at the end of the month.
7. PropertyRoom's Obligations Concerning Property 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-1 financing statements or other documents reasonably
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
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.
8. 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. Owner agrees that it will not provide Property that is illegal or hazardous, including but
not limited to explosives, firearms, counterfeit or unauthorized copyrighted material ("knock -offs' ), poisons or
pharmaceuticals. In addition, to help comply with public notification statutes as well as to support internet
traffic flow to the PRC auction website, Owner agrees to place a permanent clickable link (the "Link") to
www.PropertyRoom.com on one or more Owner websites. PRC will supply Link technical requirements, text
and images to Owner.
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:
a. Property delivered to PRC is available for sale to the general public without any restrictions or conditions
whatever; and
b. Owner has taken all required actions under applicable law that are conditions precedent to Owner's right to
transfer title to the Property to Buyers (the "Conditions Precedent").
11. Books and Records. PRC will keep complete and accurate books of account, records; and other documents®
with respect to this Agreement (the "Books and Records") for at least three (3) years foll��r' ir �isap,
termination of this Agreement. Upon reasonable notice, the Books and Records will b' avta�l�T�fo��
CITY SECRETARY
FT: WORTH, TX
6 of 8
PROPERTY DISPOSITION SERVICES AGREEMENT
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 this Indemnification section of this Agreement, 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 several, expenses (including reasonable legal
fees and expenses), judgments, fines and other amounts paid in settlement, incurred or suffered by any such
person or entity arising out of or in connection with
a. the inaccuracy of any representation or warranty made by the party hereunder,
b. any breach of this Agreement by the party, or
ce any negligent act or omission by the party or its employees 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. Limitations on Liability. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE
OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, 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 PRCOPERTY, OR
ARISING FROM ANY OTHER PRCOVISION OF THIS AGREEMENT, SUCH AS, BUT NOT LIMITED
TO, LOSS OF REVENUE OR ANTICIPATED PRCOFITS OR LOST BUSINESS (COLLECTIVELY,
"DISCLAIMED DAMAGES"); PRCOVIDED 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 LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY CLAIMS
ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE AGGREGATE
AMOUNT OF PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY HEREUNDER IN THE YEAR
IN WHICH LIABILITY ACCRUES; PRCOVIDED THAT EACH PARTY WILL REMAIN LIABLE FOR
THE AGGREGATE AMOUNT OF ANY PAYMENT OBLIGATIONS OWED TO THE OTHER PARTY
PURSUANT TO THE AGREEMENT, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
OWNER'S LIABILITY IS NOT LIMITED UNDER THIS AGREEMENT WITH RESPECT TO LIABILITY
ARISING FROM OWNERS FAILURE TO SATISFY TIMELY ALL CONDITIONS PRCECEDENT.
14. Assignment. This 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 this Agreement by either party to any subsidiary or affiliate or
a third party 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
this Agreement. No delegation by PRC of any of its duties hereunder will be deemed an assignment of this
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 this 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 this Agreement will be in writing and delivered by
hand, sent by facsimile (provided acknowledgment of receipt thereof is delivered to the sender), sent by
certified, registered mail or sent by any nationally recognized overnight courier service to the addresses
provided on the signature page of the 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. Severability. Whenever possible, each provision of this Agreement will be interpreted in such a manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision will be ineffective only to the extent of such prohibition
invalidity, without invalidating the remainder of such provision or the remaining provisions of this A reemen .
Z RECORD
CITE' SECRETARY
FT. WORTH, TX
7 of 8
PROPERTY DISPOSITION SERVICES AGREEMENT
17. Complete Agreement. This Agreement and any related documents delivered concurrently herewith, contain the
complete agreement between the parties relating to the subject of this Agreement and supersede 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.
10. AttorneysFees and Legal Expenses. If any proceeding or action is brought to recover any amount under this
Agreement, or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or
conditions of this Agreement, the prevailing party will be entitled to recover from the other party, as part of the
prevailing party's costs, reasonable attorneys' fees, the amount of which will be fixed by the court, and will be
made a part of any judgment rendered.
19. 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 this
Agreement and to account for and document those activities.
20. 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 this Agreement and the
performance of the obligations imposed by this 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.
21. Relationship of the Parties. The relationship created hereunder between Owner and PRC will be solely that of
independent contractors entering into an agreement. No representations or assertions will be made or actions
taken by either party that could imply or establish any agency, joint venture, partnership, employment or trust
relationship between the parties with respect to the subject matter of this Agreement. Except as expressly
provided in this Agreement, neither 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 person or entity. Whenever PRC is given discretion in this Agreement, PRC may
exercise that discretion solely in any manner PRC deems appropriate.
22. 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 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 this Agreement as promptly as practicable after
such Force Majeure is terminated. The existence of any Force Majeure will not extend the term of this
Agreement.
23. Counterparts, This Agreement maybe signed in any number of counterparts.
" OFFICi�►L f�ECORD
Cliff' SECRETARV
FT. WORTH, TX
Addenda to Property Disposition Services Agreement
This addendum is attached to and made part of the CitYof Fort Worth/Fort Worth Police
Depa tment_Property Disposition Services Agreement dated August 1, 2008 (the
"Agreement"). In the event of a conflict between the provisions of the main body of the
Agreement and this Addendum, this Addendum will govern.
The Agreement is modified as follows:
Section 1. Property to be Sold. This section shall read as follows:
From time to time, Owner will designate items of personal property (the "Property") that it
desires to loan on a consignment basis as set forth herein to PRC for Disposition Services. PRC
retains the right to accept or reject certain items for this purpose in its sole discretion.
Section 2. Title. This section shall read as follows:
1. Owner shall retain legal title to the Property until it is purchased by auction or otherwise disposed of in
accordance with this 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 attorney -
in -fact to for the limited purpose of signing any and all documents necessary to assign to Buyers all of
Owner's right, title and interest in and to Property sold or disposed. 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 PRC's right
to PRC's Net Proceeds and funds attributable to credit card processing costs and other transaction
costs. Owner's Property shall, at all times before sale or disposition, be subject to the direction and
control of Owner.
Section 4. Term and Termination. This section will read as follows:
a. This Agreement will become effective as of the Start Date and will continue for an initial
probationary period of 90 days (the"probationary period') following the "Launch Date" (as
defined herein.
c. This Agreement may be terminated if there is a breach by either party of any obligation,
representation or warranty contained in this Agreement, upon ten(10) days prior written notice to the
other party unless the breach is cured within the ten(10) day period, provided, however, if the breach is
not capable of being cured within ten(10), the breaching parry will have a reasonable amount of time to
cure the breach if it begins to cure during the ten(10) day period and proceeds diligently thereafter. The
written notice will specify the precise nature of the breach.
Section 5. Allocation of Sales Proceeds. Sub -section (6). This section is replaced with the
following language:
To the extent that property is not sold by auction PRC shall destroy all such items.
Section 6. Payment Terms. The follow language is added as (d).
PRC will provide owner 24 computer access to all transactions of Owner's ro err�_rn`PRC"""'"
possession. �ITY SECRETARY
FT: WORTH, TX
If payments to the Owner exceed 25,000 during the initial term of 90 days notice will be given to tine
Owner 30 daysprior to this event.
Section 8. Owner Obligations. This section is moed as follows:
The last sezztence is deleted in its entirety.
Section 9. Restrictions on Bidding. This section will read as follows:
PRC and its employees and agents, and City of Fort Worth employees, their agents and representatives
may not directly or indirectly bid for or purchase auctioned Property on the PRC web site.
Section 10. Representations and Warranties of Owner. This section is modified as follows:
a. Property delivered to PRC is available for sale to the general public other than to those persons
named as being excluded from purchasing as set forth herein, without any restrictions or conditions
whatever; and
Section 11. Books and Records. This section has been modified to read:
This section is amended by replacing "three years" with a term of "four years" in respect to
the length of time that the books and records must be retained by Property Room.com, Inc.
€ollowing the expiration of this agreement. The remaining verbiage in this section remains
the same.
Section 12. Indemnification. This section is deleted in its entirety.
Section 13: Limitations on Liability: this section is deleted it is entirety.
Section 18. Attorneys' Fees and Legal Expenses. This section has been deleted in its
entirety.
Date
for "Ow r"
'`' �JI=FIC�IA� F�ECORD
CITY SECRETARY
FT. WORTH, TX