Resolution No. 78402
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RESOLUTION NO. 7840
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
VERNON APPROVING AND AUTHORIZING THE EXECUTION OF A
PROPERTY DISPOSAL AGREEMENT BY AND BETWEEN THE CITY
OF VERNON AND PROPERTYBUREAU.COM, INC. REGARDING
INTERNET AUCTION SERVICES
WHEREAS, the Police Department of the City of Vernon has
determined that an on-line interactive internet auction site offers the
City the possibility of increased revenue by its exposure to an
unlimited number of customers being given the opportunity to bid on
unclaimed or surplus property, including seized evidence, 24 hours a
day, 7 days a week, in the comfort of their home, office or internet
location; and
WHEREAS, PropertyBureau.com, Inca ("PropertyBureau"), founded
and managed by former police officers, has developed a web site,
PropertyRoom.com, for online auctions that features a unique inventory
management system that provides a complete audit trail for all items
that are auctioned on the site and has established within the site a
link to StealitBack.com, the nation's only privately owned national
registry of stolen goods; and
WHEREAS, PropertyBureau has entered into contracts with
various law enforcement and county agencies in California to auction
items on the web site; and
WHEREAS, the City will be credited with fifty percent (50%)
on revenues for items that close auction below One Thousand Dollars and
No Cents ($1,000.00) and with seventy-five percent (75%) on revenues
for items that close auction at equal to or more than One Thousand
Dollars and No Cents ($1,000.00), less its share of transaction costs;
1 and.
2 WHEREAS, by letter dated September 25, 2001, Bruce V.
3 Malkenhorst, the City Administrator/City Clerk, recommended approval of
4 a Property Disposal Agreement with PropertyBureau to provide internet
5 auctioning services to the City for a one (1) year trial period; and
6 WHEREAS, the City Council of the City of Vernon has
7 determined that, pursuant to the provisions of Subsection (a) of
8 Section 2.27 of the Vernon City Code, it is in the public interest and
9 necessity to enter into an agreement with PropertyBureau.
10 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
11 CITY OF VERNON AS FOLLOWS:
12 SECTION 1: The City Council of the City of Vernon hereby
13 finds and determines that the recitals contained hereinabove are true
14 and correct.
15 SECTION 2: The City Council of the City of Vernon hereby
16 approves the Property Disposal Agreement with PropertyBureau, a copy
17 of which is attached hereto as Exhibit "A" and made a part hereof.
18 SECTION 3: The City Council of the City of Vernon hereby
19 authorizes the Mayor and the City Clerk to execute said Agreement for,
20 and on behalf of, the City of Vernon.
21 SECTION 4: The City Council of the City of Vernon hereby
22 directs the City Clerk, or his designee, to send one fully executed
23 Agreement to:
24 PropertyBureau.com, Inc.
Attn. Thomas Lane, Chairman and CEO
25 3551 Camino Mira Costa, Suite C
26 San Clemente, CA 92672
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SECTION 5: The City Clerk of the City of Vernon shall
certify to the passage of this resolution, and thereupon and
thereafter the same shall be in full force and effect.
APPROVED AND ADOPTED this 3rd day of October, 2001.
(ATTEST:
(BRUCE V. MALKENHORST, City Clerk
THOMAS A. YBARRR, Mayor Pro Tem
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STATE OF CALIFORNIA )
) ss
COUNTY OF LOS ANGELES )
I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do
hereby certify that the foregoing Resolution, being Resolution No.
7840, was duly adopted by the City Council of the City of Vernon at a
regular meeting of the City Council duly held on Wednesday, October 3,
2001, and thereafter was duly signed by the Mayor Pro Tem of the City
of Vernon.
(SEAL)
y
BRUCE V. MALKENHORST, City Clerk
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EXHIBIT
0
PROPERTY DISPOSAL AGREEMENT
PropertyBureau.com, Inc.
3551 Camino Mira Costa, Suite C
San Clemente California 92672
Phone: 800-799-2440
PropertyBureau.com, Inc., an Arizona corporation ("PropertyBureau.com"), by its acceptance of this agreement (the
"Agreement"), enters into an agreement with the customer identified below (the "Owner") for the auction and disposition
of personal property, all in accordance with the Terms and Conditions attached to this cover sheet. Special
undertakings, if any, and other matters, if any, will be as specified on the appropriate schedules and attachments.
Owner and PropertyBureau.com expressly incorporate into this Agreement only the schedules and supplements
indicated as included in the box below, and no other documents or writings shall be considered a part of this Agreement.
Beginning October 3, 2001 (the "Start Date") Owner engages the services of PropertyBureau.com to assist Owner in
auctioning and disposing of personal property by auction on the Internet. This Agreement will terminate on
October 2 , 2002 (the "Termination Date"), or at such time as the City gives notice of termination.
OWNER INFORMATION:
CITY OF VERNON
[Owner Name]
4305 Santa Fe Avenue
[Address]
Vernon, CA 90058
(323) 583-8811
ALL
SCHEDULES, SUPPLEMENTS AND OTHER
ATTACHMENTS: (Mark only if included)
Terms and Conditions yes
Addendum
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(s) indicated below:
CITY OF VERNON PropeZ--
m, Inc.
[Legal Name of Owner]
By: By:
Thomas A. Ybarra, Mayor Pro Tem
a mA-a C- 12A[�h1- TZZ�
[Name and Title] [Name and Title]
Date: _
ATTEST:
2001
Bruce V. Malkenhorst, City Clerk
APPROVED AS TO FORM:
Eduardo Olivo, City Attorney
Date -S 2001
Page 1 of 6
TERMS AND CONDITIONS
1. Property to be Sold. From time to time, Owner will designate to PropertyBureau.com personal property that it.
desires to auction on the Internet. Items of property designated and not rejected by PropertyBureau.com will be referred
to collectively as "Property." An item of property will not become Property subject to this Agreement until Owner delivers
to PropertyBureau.com a written notice in a form approved by PropertyBureau.com , which notice describes the item of
Property in sufficient detail to identify it. Notwithstanding anything herein to the contrary, PropertyBureau.com may at
any time notify Owner that it rejects an item of property, in which case the item will cease to be Property subject to this
Agreement as of the date of the notice.
2. Title. Title to the Property shall remain in Owner until the item of Property is purchased by auction or otherwise
disposed of, at which time Owner will be deemed to have transferred title to the purchaser of the item of Property.
Owner appoints PropertyBureau.com as its attorney -in -fact to sign any and all documents necessary to assign to
purchasers of Property all of Owner's right title and interest in and to Property sold or disposed of. All 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 PropertyBureau.com's
right to PropertyBureau.com's Net Proceeds and funds attributable to Credit Card Costs and other transaction costs.
Owner's Property shall, at all times before sale, be subject to the direction and control of Owner.
3. Method of Selling Property. PropertyBureau.com will on Owner's behalf list all Property for sale by auction to the
public on the World Wide Web of the Internet on one or more domain names selected by PropertyBureau.com. To the
extent that any Property is not sold by auction, PropertyBureau.com may, in any commercially reasonable manner
selected by PropertyBureau.com, dispose of Property. PropertyBureau.com may 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.com 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 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, shipping address, and credit card information); approving purchasers' credit card purchase transactions; and
collecting auction proceeds for completed sales from purchasers. PropertyBureau.com shall use its best efforts in
auctioning and selling the Property on the Internet and disposing of Property that does not sell at auction.
PropertyBureau.com shall sell and dispose of all Property "as is" without any warranty liability to the Owner, including,
but not limited to, any warranties of title. PropertyBureau.com 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.
4. Allocation of Sales Proceeds.
a. The price for a personal property item paid by the buyer shall be called the "Sales Price". The Sales Price
shall include the Winning Bid Price of the item purchased and all costs, shipping and handling charges, taxes,
and insurance costs associated with the transaction.
b. Owner will be credited with 50% (for items less than $1,000) or 75% (for items equal to or more than
$1000) of the Winning Bid Price of all items less the owner's pro rata share of fees and charges
attributable to credit card purchases ("Credit Card Costs") and other transaction costs.
c. Credit Card Costs and other transaction costs will be borne by Owner and PropertyBureau.com in proportion
to the percentage of the revenue credited to the parties for each underlying transaction.
d. Amounts received by PropertyBureau.com and Owner will be called "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 Winning Bid Price of $100; the buyer pays shipping and handling of $10, insurance of $2, and taxes of $6.
The buyer pays $118.00 by credit card, and the Credit Card Costs are 2% of the Sales Price. The Credit Card Cost is
therefore $2.36 ($118 x .02). The Owner's and PropertyBureau.com's shares of Credit Card Costs are each $1.18; and
the Owner's Net Proceeds and PropertyBureau.com's Net Proceeds are each $48.82.
5. Payment Terms. Not later than the 15'h of each month, PropertyBureau.com will pay to Owner the amount of
Owner's Net Proceeds payable for the preceding month.. With each monthly payment, PropertyBureau.com will deliver
to Owner a detailed report of sales activity for the preceding month showing PropertyBureau.com's calculation of the
amount of Owner's Total Net Proceeds for the month. With each payment of Owner's Total Net Proceeds,
PropertyBureau.com will deliver to Owner a written report setting forth the following information for the immediately
preceding month: (i) the Property sold by PropertyBureau.com during the prior month; (ii) the Property, if any, consigned
for sale to PropertyBureau.com during the month; (iii) other dispositions of Property during the month; (iv) the total
Page 2 of 6 8/29/01
amount of proceeds collected by PropertyBureau.com resulting from sales or dispositions of Property during the month;
(v) the Property, if any, inventoried by PropertyBureau.com at the end of the month, (vi) Owner's and
PropertyBureau.com's shares of Credit Card Costs and other transaction costs, Owner's Net Proceeds and
PropertyBureau.com's Net Proceeds.
6..PropertyBureau.com's Obligations Concerning Property in Its. Possession. The following provisions will apply
only with respect to Property in PropertyBureau.com's possession: (i) PropertyBureau.com will exercise due care in the
handling and storage of any Property; (ii) PropertyBureau.com shall keep the Property free of unpaid charges, liens,
security interests, and encumbrances, and shall pay when due all fees and charges with respect to the Property; (iii)
PropertyBureau.com shall sign and deliver to Owner any UCC-1 financing statements and any and all documents
reasonably requested by Owner from time to time to give public notice of Owner's interest in the Property and/or to
protect Owner's title to Property; (iv) PropertyBureau.com shall obtain and maintain insurance in an amount (determined
by PropertyBureau.com) 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, with proceeds payable to
PropertyBureau.com and to Owner as their interests may appear. All policies shall require thirty days' written notice to
Owner before any material change or cancellation. PropertyBureau.com shall give Owner a certificate or a copy of each
of the policies concurrently with signing this Agreement and on Owner's demand; and (v) If PropertyBureau.com returns
any Property to Owner, PropertyBureau.com shall pay all freight charges, insurance and related costs to return the
Property to Owner's nearest warehouse. PropertyBureau.com, at PropertyBureau.com's expense, shall insure Property
during shipping in an amount not less than the replacement value of any item of Property returned to Owner.
7. Owner's Obligations. As soon as practicable, Owner will submit to PropertyBureau.com personal property in
possession of the Owner that becomes available to Owner to sell to the public, excluding any personal property to be
used by Owner. Owner will complete paperwork reasonably necessary to convey custodial possession of the item of
property to Property Bureau.com
8. Joint Obligations. PropertyBureau.com and their employees and agents may not: (i) manipulate the price of an item
of Property submitted for auction, either by using a shill (a secondary account or third party) or by bidding themselves, or
(ii) purchase any item of Property.
9. Representations and Warranties of Owner. With the knowledge that PropertyBureau.com is relying thereon in
entering into this Agreement, Owner hereby represents, warrants and covenants as follows: (i) Owner is not and will not
be required to give any notice to or obtain any consent from any person in connection with the consummation or
performance of any of its obligations hereunder, and (ii) Owner will not knowingly deliver to Property Bureau.com for sale
any goods of a counterfeit nature, or which otherwise infringe illegally on trademarks or patents, and (iii) Owner has
taken all required actions under applicable law that are conditions precedent to Owner's right to transfer title to the
Property to purchasers (the "Conditions Precedent").
10. Books and Records. The parties will keep complete and accurate books of account, records, and other documents
with respect to this Agreement ("Books and Records"). The Books and Records will be kept by both parties for the
longer of (i) a period of time consistent with Owner's general document records management policy, or (ii) three years
following expiration or termination of this Agreement. The Books and Records will be available for inspection and
copying by any qualified representative or agent of a party, at the expense of that parry, subject to the following terms
and conditions: (a) examinations will be at the principal place of business or the location where the Books and Records
are regularly maintained, during normal business hours and only to the extent necessary to verify payment amounts; (b)
the party demanding the audit will give the other party at least seven business days' written notice before any an
examination; (c) both parties will keep each party's Confidential Information disclosed to it during the examination
confidential in accordance with each parry's obligations set forth in this Agreement to the extent permitted under the
California Public Records Act (Government Code 6250,et seq.); and (d) a party may not conduct more than two
inspections during any twelve-month period. At the request of a party, the other party will deliver to the requesting party
any reports or information reasonably requested relating to the subject matter of this Agreement. If an examination
reveals a discrepancy that exceeds five percent of the total reported by the audited party to the auditing party, and there
is no dispute concerning the results of the audit, the audited party will reimburse the auditing party for the expenses of
the audit and pay any money owed to the audited party within five business days of the auditing parry's demand.
11. Term and Termination. Unless terminated earlier, the term of this Agreement will begin on the Start Date and
terminate on the Termination Date. This Agreement may be terminated by the City, for any reason, upon fifteen days
notice. This Agreement may also be terminated if there is a breach by either party of any obligation, representation or
warranty contained in this Agreement, upon thirty days prior written notice 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 days, the
breaching party will have a reasonable amount of time to cure the breach if it begins to cure during the thirty day period
and proceeds diligently thereafter. The written notice will specify the precise nature of the breach. 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
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such rights will be cumulative. The exercise of any such right or remedy will not preclude the exercise of any other rights
and remedies. Notwithstanding any termination by either parry of this Agreement, Owner will continue to deliver
Property sold before the termination and PropertyBureau.com will continue to remit amounts due to Owner under this
Agreement in connection with any sales made before the effective date of the termination.
12. Return of Proprietary Information. Upon termination of this Agreement for any reason, each party will
immediately return to the other all property (including without limitation, Confidential Information and all material related
to any customers) that it has received from the other party in connection with the performance of its obligations
hereunder, except to the extent such property is needed to fulfill its continuing obligations hereunder. In such event, the
retained property will be returned immediately upon the parry's fulfillment of its all of its obligations under this Agreement.
13. Survival. On the termination of this Agreement, all obligations of the parties will cease, except the obligations that
by their nature should reasonably continue beyond the termination. Obligations that will continue beyond termination,
include, but are not limited to, the obligation of PropertyBureau.com to pay Owner's Net Proceeds for sales made before
the termination and the obligation of the parties to return property and Confidential Information.
14. Indemnification. Subject to the limitations specified in this Section 14, 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 (i) the inaccuracy
of any representation or warranty 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 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.
15. 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 PROPERTY, OR ARISING FROM ANY OTHER PROVISION OF THIS AGREEMENT,
SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS 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 14. 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; PROVIDED 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 OWNER'S FAILURE TO
SATISFY TIMELY ALL CONDITIONS PRECEDENT.
16. Confidentiality.
a. As used herein, "Confidential Information" means (i) the terms and provisions of this Agreement and any
related documents delivered concurrently herewith, and (ii) all computer hardware, all software, all data, reports,
analyses, compilations, studies, interpretations, forecasts, records and other materials (in whatever form maintained,
whether documentary, computer storage or otherwise) that contain or otherwise reflect information concerning
PropertyBureau.com, Owner, any of their subsidiaries or affiliates, or any portion thereof, that one party or its Agents
may provide to the Receiving Party or its Agents in connection with this Agreement ("Provided Information"), together
with all data, reports, analyses, compilations, studies, interpretations, forecasts, records or (ii) other materials (in
whatever form maintained, whether documentary, computer storage or otherwise) prepared by the Disclosing Party
receiving Provided Information or its Agents that contain or otherwise reflect or are based upon, in whole or in part, any
Provided Information or that reflect the review of, interest in, or evaluation of all or any portion of the transactions
contemplated by this Agreement and any related documents delivered concurrently herewith ("Derived Information"). As
used herein, "Agents" means, collectively, the respective directors, employees, controlling persons or attorneys of
PropertyBureau.com or Owner. As used herein, the term "person" will be broadly interpreted to include, without
limitation, any corporation, partnership, trust or individual; the term "Receiving Party" will mean the person receiving
Provided Information; and the term "Disclosing Party" will mean the person providing Provided Information.
b. All Confidential Information will be kept confidential to the extent permitted under the California Public
Records Act (Government Code 6250, et seq.) and will not, without the prior written consent of the Disclosing Party, be
disclosed by the Receiving Party in any manner whatsoever, in whole or in part, other than to the Disclosing Party's
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Agents, and will not be used, directly or indirectly, for any purpose other than in connection with this Agreement and not
in any way inherently detrimental to the other party. Moreover, PropertyBureau.com and Owner agree to reveal
Confidential information only to their Agents if and to the extent that such Agents, have a strict need to know such
Confidential Information for the purpose of the Receiving Party satisfying its obligations under this Agreement and are
informed of the confidential nature of the Confidential Information and agree to be bound by the terms and conditions of
this Agreement. PropertyBureau.com and Owner will each be responsible for any breach of this Agreement by their
respective Agents (including Agents who, subsequent to the first date of disclosure of Confidential Information
hereunder, become former Agents). Moreover, PropertyBureau.com and Owner will take all reasonably necessary
measures to restrain their respective Agents (and former Agents) from unauthorized disclosure or use of the Confidential
Information.
c. Notwithstanding anything in this Agreement to the contrary, Confidential Information will not include any
information that: (i) at the time of disclosure to the Receiving Party is generally available to and known by the public
(other than as a result of any disclosure made directly or indirectly or other action or inaction by the Receiving Party or
anyone to whom the Receiving Party or any of its Agents transmit or transmitted any Confidential Information); (ii)
becomes publicly available in the future (other than as a result of a disclosure made directly or indirectly or other action
or inaction by the Receiving Party or anyone to whom the Receiving Party or any of its Agents transmit or have
transmitted any Confidential Information); (iii) was available to the Receiving Party or its Agents on a non -confidential
basis from a source other than the Disclosing Party or any of its Subsidiaries or affiliates or any of their respective
Agents providing such information (provided that to the best of the Receiving Parry's knowledge, after due inquiry, such
source is not or was not bound to maintain the confidentiality of such information); or (iv) has been independently
acquired or developed by the Receiving Party without violating any of its obligations under this Agreement, provided
such independent development can reasonably be proven by the Receiving Party upon written request.
d. In the event that a party or any of such party's Agents become legally compelled (by deposition,
interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the
Confidential Information of the other party, that party or person under the legal compulsion (the "Compelled Parry") from
whom such information is being sought will, unless prohibited by law, provide the party to whom such Confidential
Information belongs with prompt prior written notice of such requirement so that it may seek a protective order or other
appropriate remedy, or both, or waive compliance with the terms of this Agreement. In the event that such protective
order or other remedy is not obtained, or the other party waives compliance with the provisions hereof, the Compelled
Party agrees to furnish only such portion of the Confidential Information that the Compelled Party is advised by written
opinion of its counsel is legally required to be furnished by it and will exercise its reasonable best efforts to obtain reliable
assurance that confidential treatment will be accorded such Confidential Information. Notwithstanding the foregoing, to
the extent required under applicable state and federal securities laws, either party may file this Agreement as an exhibit
with federal and state securities filings, provided that each party will use its best efforts to obtain confidential treatment of
the portions of this Agreement that contain Confidential Information. In this regard, the party making such filing will
obtain the prior written consent of the other party, which consent will not be unreasonably withheld.
e. Each party will be subject to the obligations under this Section until the expiration of three years following the
termination of this Agreement. Other than as specifically provided in this Agreement, neither party will duplicate the
Disclosing Parry's Confidential information for any purpose other than for the performance of its obligations under this
Agreement and for the benefit of the Disclosing Party; or use the Disclosing Parry's Confidential Information for any
reason or purpose other than as expressly permitted in this Agreement.
f. Upon termination of this Agreement or if either party so requests, the Receiving Party will return to the
Disclosing Party or destroy all copies of the Confidential Information in its possession and the possession of its Agents
and will destroy all copies of any Derived Information; provided, however, that this Agreement will continue to apply to
the Confidential Information and/or Derived Information contained or reflected in such copies.
g. Each party would be irreparably injured by a breach of this Section of this Agreement by the other party or its
Agents and that the other party will be entitled to seek equitable relief, including injunctive relief and specific
performance, in the event of any breach of the provisions of this Section. The remedies will not be deemed to be the
exclusive remedies for a breach of this Section by either party or their Agents, but will be in addition to all other remedies
available at law or in equity.
17. Notices. Any notice under this Agreement must be in writing. Notice given by depositing the same in the United
States mail, postage prepaid, registered or certified, and addressed to the party to be notified, with return receipt
requested, will be effective from and after the expiration of two days after it is so deposited. Notice given by depositing
the same with a nationally recognized commercial overnight courier service (e.g., Federal Express or UPS) will be
effective from and after the expiration of one day after it has been so deposited. Notice given in any other manner will be
effective only if and when received by the party to be notified. For purposes of notice, the addresses of the parties will,
until changed, be as follows: (i) If to PropertyBureau.com: PropertyBureau.com, Attn: Tom Lane, President, 3551
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Camino Mira Costa, Suite C, San Clemente California 92672; and (ii) If to Owner: At the address stated below Owner's
Signature block on the first page of this 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 days' written
notice to the other party.
18. 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 or invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Agreement.
19. Amendment and Waiver. This Agreement may be amended, and any provision of this Agreement may be waived;
provided that any such amendment or waiver will be binding upon any party hereto only if the amendment or waiver is
set forth in a writing signed by such party. No course of dealing between or among any persons having any interest in
this Agreement will be deemed effective to modify or amend any part of this Agreement or any rights or obligations of
any person under or by reason of this Agreement. The waiver of any default, or the remedying of any default in any
manner, will not operate as a waiver of any other prior or subsequent default. No extension of time for the performance
of any obligation or act will be deemed to be an extension of time for the performance of any other obligation or act
hereunder. No delay or omission by a party to exercise rights hereunder will impair any such rights or will be construed
to be a waiver of any such default or any acquiescence therein.
20. 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.
21. Attorneys' Fees 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 parry'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.
22. Further Assurances. PropertyBureau.com 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.
23. 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.
24. Relationship of the Parties. The relationship created hereunder between Owner and PropertyBureau.com will be
solely that of independent contractors entering into an agreement. No representations or assertions will be made or
actions taken by either parry 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 PropertyBureau.com is given discretion in this Agreement, PropertyBureau.com may exercise that
discretion solely (rather than reasonably) in any manner PropertyBureau.com deems appropriate.
25. 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 parry'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.
26. Counterparts. This Agreement may be signed in any number of counterparts.
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