HomeMy WebLinkAboutInterscholastic Trading CompanyENTERSCROLAr" SERVICES ACREEM "
This Smites Agreement (`Agreement') is made as of the last date sm forth below in the
gigrasom blocks of this Agreement (the "Effective Oak") by and between Interscholastic
Trading Company, LLC., having its priocitxtl place of busiress in San Francisco, California
('InterkhaW'), and the City of Fresno, a California municipal corporation, ("Cheat).
Recitals
M A. InterSchola offers a service to assist Client in selling surplus new and used goods in an online
G3 auction environment and through other surplus goods channels.
B. Client desires to sell certain of is surplus gads and to engage InterSchola to assist in such
endeavor.
Agreement
In consideration of the foregoing Returns (which arc incorporated heroin) and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:
I. InterSeWa Responsibilities.
To the furthest extent allowed by law, InterSchola shall indemnify, hold harmless an defend Client and
each of its officers, officials, employees, agents and volunteers from any and all loss, IiabJity, from
penalties, forfeitures, costs and damages (whether in contract. but or strict liability, including but not
limited to personal injury, death at any time and property damage) internal by Client, Inter chola or any
other person, and from any and all claims, demands and actions in law on equity (including auomey's
fees and litigation expenses), nursing or alleged to have arisen directly or indirectly from the negligent or
intentional acts or omissions, or willful misconduct, of Wnerfchola or any of its offeen, officials,
employees, agents, volunteers, commoners or subcontractors in the pert ante of this moment-
InterSchola and Client's liability hereundm shall not excad the amounts received by InterSchola from
Client during the twelve (12) -month period preceding the date the cause of action acwod. In an event
shall either party be liable for mmequemim, indinem, incidental, special or punitive damages hemunder.
If InterSchola should subcontract all or any portion of the work m be performed under this Agreement,
Imergchola shall require each Contractor to indemnify, bold seamless and defend Client and each of its
officers, officials, employces, agmen, and volunteers in accordance with the amu of the following
pamgeph:
Contractor agrees to defend indemnity, sed hold InterSchola and InterSchols Clients hmm caw from and
against any and all dmrages, liabilities, cos; and expenses (including but not limited to anomey's fees)
totaling or alleged to have arisen directly or indirectly form fe negligent or intentional was or omissions,
or willful misconduct, of the Connector or its agents alleged to cause injury many person or damage to
any property or to infringe the imbilmond property rights of a third person. Intedtobola shall: (i) give
Contractor prompt written notice of such claim; and (it) allow Contractor to participate with InterScImla
in the defense and all related negotiations
This union shall survive termination or expiration of this Agreement.
InterScholo shell use commercially reasonable efforts W perform the servoes as man fully described
in Exhibit A(`Auction Plan and Schedule") and In complete such services i aprof sioml and
workmanlike roamer. Interlichola may retain independent comments to manage the auction
activities remotely arta at the Client Iocanion(s) ("Field Auction M1 ager(s)-) and shell use
commercially reasonable efforts to ensure tum the Field Auction N wagers perform their asks in a
professional and workmanlike roamer. fterSchnla shall be in complimrw with all laws, ordinances,
rales and mgulations relevant as a result offe services mntemplmed hereunder. InterSchola shall
secure and maiolain in force such permits and licenses as am required by law in comecdon wit the
furnishing ofservices pursuant to this Agreement. Wkrlichola may update Exhibit A ("Auction Plan
and Schedule') by providing Client thirty (30) days wrinev notice.
2. Client Rmpopsibili6m.
Client agrees to assign a representative who will be the primary contact fur InterSchoha (the " Ib mt
Representative-) to work with InWiSchole aad its Field Auction Manager(s). Client will provide a
safe and clean environment for the Field Auction Manger(s) in which to perform his/her inventory
and related! work. Former. Client acknowledges that InterSchole's ability to perform m required under
the Auction Plan and Schedule will require Client to perform certain Tasks as contemplated in Exhibit
A. which Client agrees to perform in a commercially reasonable mower. Clive shall be in
compliance with all laws ordinances, rules and regulations relevent as a result of the xmvirm
contemplated hereunder. Client represents that it has the right to sell coy items to be sold in
connection with this Agreement. Client will indemnify and hold harmless InterSchola and its offices.
Managers, employees end agents fiom and against all claims, damages, lasses or costs (including
reasonable money fees) casing in connection with any claim brad an or arising form items sold or
offered for sale in connection with this Agreement or title thereto, except to the extent such claim is
limed on the negligent or intentional acts or omissions, or willful misconduct of Imerkhola or any of
its officers, officids, employees, agents, volunteers, enntmmors or subcontractors.
3. Relatioosbip of the Parties
Nothing contained herein shill ed deemed to establish a mourership,jond venture, aswciation, or
employment relationship betweert Client and ImerSchola or between Client ed ImerSchola's Field
Auction Managct(s). IntenSchola agrees and acknowledges dust n eidan it nor my of its employees or
independent; contractors shall be considered officers, employees or agents of Client and are not
entitled to benefits of any kind from Client said ImerSchola slash be responsible for payment of dl
Federal, slide and local taxes or ci nributiotu, if my, Including for unemployment insurance, social
security and income taxes with respect to Ime ficlichis employees.
d. Fees.
Client agrees to receive payment for items sold by InterSebola on behalfof Client less fees to
InterSchola as set forth in Exhibit B ("Fee Strudare"). honSchola may update Exhib1B fiom
time to time by providing Clirn[ thirty (30) days written nmice, but in no event wil I sucham update
affect any listings for which Public Notice has already been posted. Client shall be responsible for
the payment of coy other f s, Fines, licenses or taxes (including sales tax collected) requhd of or
imposed almost Client.
S. Client Aekeoav4dgemrnts.
Client acknuwledges and agrees that (i) Ioterlichola cannot predict haw much, if my. revenue will be
produced for Client through the activities uncompleted! an the Auction Plan and Schedule; (u) the
parties may not succeed in significan[ reduction of inventory or storage requirements for Client (iii)
active participation in the Auction Plan ami Schedule by an appointed Client Representative will be
required by Client and its employees or contractors his set forth in this agreement); (iv) the Field
Auction Managers may be independent contractors retained by fterSchola and may not be Fully
bonded or Insured and (v) Client agrees to assign Client Reproesentative te supervise and mrdtur
fterSclima's employees or Field Auction Managers while they are on Clint's sue.
6. Confcientlality; Limit Imposed by Law
InterSchola acknowledges that its Confidential Information may be disclosed to members of the
public as requital by law. Except to the extent ydred by these or other laws, a party receiving
Confidential Information fiom the other party will not disclose or use it except as necessary to
perfow its obligations or enfome its rights under this Agreement and each party will take all
reasonable steps to ensure that its employees and agents comply with the Foregoing. In the event of
use or disclosure by the receiving party in violation of this Agreement, the disclosing party will be
entitled to seek equitable relief without posting bond.
Page]
"Confidential Information" means: (i) with respect to Clien4 my pemmully identifiable innia maaan
of" employee ofCtimt's; (ii) with respect m InterSchola, au informal which gives haerschola a
competitive business advantage or the disclosure of which would be detrimental to its interests; (iii)
the mems of this Agreemerr,road (iv)all information fast is marked as weidential. "Confidential
Information' does rot include information which: (i) is or becomes Formally known to the public by
any means other than a breach of the obligations of the receiving party; (;i) is received by the
receiving Furry from a third party other then m breach of confidentiality obligations; (iii) is
independently developed by the receiving party; or (iv) is subject to disclosure under court order or
other lawful process.
T. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES HEREIN
AND FOR TITLE AND NONINFRINGEMENT, INTERSCHOLA DISCLAIMS ALL
WARRANTIES EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED 10, THE
IMPLIED WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF
INFORMATION AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN
INFORMATION OR ADVICE GIVEN BY INTERSCHOLA OR ITS AUTHORIZED
REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF INTERSCHOLA'S OBLIGATIONS HEREUNDER.
8. Term and Termination.
The term ("Term") of this Agreement shell begin on the Effective Date and shall continue thereafter
for one year with mommic one year renewals. Either party may mmunera this Agreement for
material breach by the other party that is not curd thirty (30) days after receipt of written notice by
the mn-breaching party. Following the first anniversary of the Effective Date, either party may
terminate this Agreement for no rause by Providing thirty (30) days wrium notice to the other party.
9. Publicity.
Client grants IaterSchofa the right to said agrees that Interlichola may use Client's mate and the
existence of this Agreement in client lists, presentations or promotions with prior written approval
from Clem, which shall not be unreasonably withheld.
10. Insurance Requirements
Throughout the life of this Agreement, hm rkhola shall pay for and maintain in full force and effect all
Policies of insurance repaired hermaxler with an insurance wmpany(ies) either (i) sdmiod by the
Califomia Isumnce Commissioner to do business in the State of Califomia and mored nm less Nan "A -
VII" in Best's Insurance Rating Guide, or (H) authorized by Clmt''s Rist Manager. The following
policies of insurance are miwred:
(i) COMMERCIAL GENERAL LIABILITY insurance which shall he at Ima as hosed as
the most currem version of Imuraam Services Office (ISO) Commercial Geoeml Liability
Coverage Form CG 00 01 and include insurance for "tidily injury." ..popeny damage" and
"Tem mal real advertising iajury" with coverage for premises and operations (including the use
of owned and ran -owned aluipmmt), products and completed operations, and mmmcNal
liability (including, without formation indemnity obligations under the Contract) with From of
Rabeity of not less Orn the following:
51,000,000 per occurrence for bodily injury ard property damage
51,000,000 per occurrence for Persond and advertising injury
52;000.000 per occurrence for products and completed operations
82,000,000 aggregate for podums and compleced operations
52,000,000 general aggregate
Page 3
(ii) COMMERCIAL. AUTOMOBILE LIABILITY insure which sball be at lean as broad
as the most current version of Insurance Service Office (ISO) Business Auto Coverage Foran CA
00 01, and include coverage for all owned, hired, and ne nowned automobiles or other licensed
vehicles (Cade 1 - Any Auto) wills limits of liability of not less dam $1,000,000 per amident for
bodily injury and property damage.
(iii) WORKERS' COMPENSATION insurance ns required under the California Labor Code.
(iv) EMPLOYERS' LIABILITY inaurexam with limits of liability of not but than $LOOO.M
each accident. $I A0O,000 disease policy limit and $L000,000 disease each employee.
In the event Inter$chola purchases an Umbrella or Excess insurance policy(im) to meet the minimum
limits of insnaoce set forth above, this instance policy(im) shall Yol1ow form' and afford an less
coverage than the primary wsmmtce pohcy(un
InterSchola shall be responsible for payment of any deductibles contained in any insurance policies
required hereunder and InterSchola shall also he responsible for payment of any self-insured Mentions.
Any deductibles or self-insured Mentions most be declared to, and approved by, the Client's Risk
Manager or his/her designee. At the option of the Client's Risk Manager or his/her designee, either (0
the insurer shall reduce or eliminate such deductibles or self-insured Mentions as respects CH=L its
officers, officials, employees, agema and volunteers; or (ii) InterSchola shall provide a firmncial
guarantee. satisfactory to Cheat's Risk Manager or his/her designee, guaranteeing payment of losses and
relaid investigations, claim administration and defense expresses. At an time shall Clint be responsible
for the payment of any deductibles or self-insured retention.
All policies of insurance required hereunder shall be endorsed to provide that the coverage shall not be
c ncelld, non-renewed, reduced in coverage or in limits except after 30 calendar day wriuen notice bas
been given m Clint. Upon issuance by the banner, broker, or agent of a native of cancellation oro-
renewal, or reduction in coverage or in limits, Interkholo shell famish Client with a new cenificate and
applicable endorsements for snob policybes). In the event any policy is due to expire during the work to
be performed for Client InterSchola shall provide a new certificate, and applicable endorsements,
evidencing renewal of such policy not less than 15 calendar days prior to theexpiration date of the
expiring policy.
the General Liability and Automobile Liability insmunce policies shall be women on ao occurrence
form rod andl nine Clint its officers, officials, agenta, employees and volunteers as an addifioned
ureal. Such policy(ies) of insurance shell be endorsed co Inters hole insurance shall be primary and
no contribution shall be required of Clint. The coverage shall contain no special limitations on the
scope of protection amended to Cher, its officers, officials, employees, agents and volunteers, Any
Workers' Compenmtion insurance policy shell contain a waiver of subrogation as In Clint, its officers,
officials, agents, employes and volunteers.
ImcrSchola shall burnish Client with all cenlfieale(s) and applicable edorsemems effecting coverage
required hereunder. All certificates and applicable endorsements are to be received and approved
by the Cheat's Risk Manager or bblber designee prior to Clint's extending of the Agreement and
before work commence. Upon request of Client InterSchom shall immediately furnish Client with a
cornplem copy of my insurance policy rtquud under this Agreemeat including all eMorsemeat; with
said copy cenifid by the underwriter to be a tree and correct copy of the original policy. This
requirement shall survive expiration or termination of this Agreement.
If at any time during the life of the Agreement or any extension, IrterSchola or my of its subcontractors
fail to maintain any required insurance in full force and effect, all work order this Agreement shell be
discontinued immediately, and all payments due or that become due to Intergehom scall be widdreld
anti] notice is received by Client that the required insurance has been restored be full fora and effect and
Page 4
that the premiums therefore have been paid for a period satisfactory to Client. Any failure to maintain
the required insurance shall be sufficient cause for Client to terminate this Agreement. No action taken
by Client hereunder shall in any way relieve InterSchola of its responsibilities under this Agreement.
The phrase "fail to mammin any required ins " shall include, without limitation, notification
received by Client that an insurer has commenced proceedings, or hes had proceedings commenced
against if iMicating that the insurer is insolvent.
The fact that insurance is obtained by IaterSchola shall not be deemed to release or diminish the liability
of InrerSchola, including, without limitation, liability order the indemnity provisions of this Agreement.
The duty to indemnify Client shall apply to all claims and liability regardless of whether any insurance
policies are applicable. The policy limit do our act as a limitarbon upon the amount of indemnification
an be provided by humSchola. Approval or purchase of my insurance contracts or paficiss shall in an
way relieve from liability nor limit the liability of Interfichola it principals, officers, agents, employees.
persons adv the supervision of hmce haln, vendors, supplier, invitees, consuiums. wbromsultaut,
subcontractors, or anyone =played directly or indirectly by any of them.
If InterSchola should subcoatmet all or any portion of the smites to be performed under this
Agreement, Inutlichola shall require each subcontractor to provide insurance protection in favor of
Client, it officem, officials, employees. agent and volunteers in accordance with the terms of each of
the preceding paragraphs, except that the subcommators' certificates end endorsements shall be on file
with IntorSchola and Client prior to the commencement of my work by the subcontractor.
Notwithstanding the foregoing, the paries agree that Field Auction Managers "I not be required to
provide mouratece hereunder.
Il. General Provisions
11.1 Arbitration and Governing Law. Except as provided below, my dispute, controversy or claim
relating to this Agreement shall he resolved in Fresno County, California in accordance with the then
existing Commercial Arbitration Rules promulgated by the American Arbirauon Association. Me
decision of the arbitrator shall be final and binding on the parties, and judgment upon the award
reordered] by the arbitrator may be entered in my court bavingjurisdi cion thereof. NotmMin anding
the foregoing, this Section shall not preclude either party horn seeking temporary, provisional, or
injunctive relief from my court. This Agreement shell be governed by the laws ofthe Sante of
California without reference In its anomer of laws rales.
11.2 Entire Agreement. This Agromment sets forth the entire agreement between the parties with
regard to the subject matte hereof. No other agreement, representations, or warrmues have been
made by either perry to the other with respect an the mblvt mann of this Agreemem, except as
referenced herein. This Agreement may be amended rely by a written agreement signed by both
parties.
11.3 Anti-Diseriminauon Intergchola will not engage m uelawful discrimination in employment of
persons because of race, color, religious creed, national origin, ancestry, physical handicap, medical
condition, meriml status, age, sexual orientation or gender of such Ferrous.
11.4 Assigmrent. The obligations of lnterSchola pursuant to this Agreement may not he assigned,
except, in the case of a merger or acquisition of all or substantially all of InterSclmla's business.
11.5Sevembil'ty. Ifmyofthepmvisionsofthis Agremnentarefomdordeemdbyacourttobe
invalid to unenforceable, they shell be severable fiom the (this A er of ent.Agmement ad shall rot
cause the invalidity Neaten mrnforaebylra of the mofl adv of this Agreement.
1 t.e Waiver. eed ponyshahby vemere lapse by she
without giving noticeor taking other action
hereunder be deemed h have waived any breech by the other partyofany ofthe
eement by of tots
Agreement. Furtthe co mued&erbyeither me,a oft particular of such
tbis Agreement by the other
pray shall not be other
proved as, of this Anne, a continuingwelvv ofmch branch, or of other breaches
of 11.7 same orother proviner s of party
this Agreement.
I I ] Force Me"etre. Neither party shall M liable for my delay at feature m perform it obligations
Pages
hereunder resulting from my came beyond such party's Ira9ooable control, including but not limited
m acts of God, weather, fire, Hoods, strikes, watk stoppages, slowdowns or other imandrial disputes.
accidents, nuts or civil diaurbmces, acts of government, and sets of now or terrorism.
Il.g Survival. The following previsions shall survive maturation or expiration of Nis Agreement
Section 6 (Confidemnity); Section 7 (Machinator of Warranties); and Section I l(General
Provisional.
11.9 Ateracy's Fees. If either party is required in commence my prow" ding or legal action to
enforce or bumpier my tong covenam or condition of this Agreement, the prevailing party in such
proceeding or action shall be coded to recovery from Ne oNer party its reasomble attorney's fees
and legal expenses.
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Inle[5[6,onoln IMA O'geilh Ave Ji° Flmv, Ln Fnm4cq CA 94139
APPROVED AS TO Poryy
ATTEST:
CITYAT]GgNBYs OFFICE AEBEC6 EKLISCH
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By: `7"'tA-C�Ji L4,k.y[�'A,�c'i9lia By aAA : /ll iio YVi I
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Exhibit
AUCTION PLAN p SCEEOULE
GENERALSERVICES
• For 6rs1 finer thrift, InmrScholaagmes to indicat®r initial visit i -Initial Ysif') mCliem bcetim(s) wiWio a te¢mMle
and named to time firma following Ne initial requstny Client W Mooradian, LLrt InterSchole Field Random Mwga(s) to
the Client Representative
• Client agrees to schedule and hon sebsequmt Find Avetion Manager visit(s)to assess identified sum inventory
("Inventory Avmmeng') an appeal he by model and tent.
• tArx items have barn Iden ifindL Ey, Me Client ss NfaSci ata Ma aged lnvmtay. INmi6 reserves all rights m
mage the W[/dkpoml of wen meas m whir accordance wRon agreement an nor my pronagezmeMs aMm
iI such ana
ereTlm wNecrml.
AUCEIgN SERVICES -INVENTORY ASSESSMENT
• Imicench la Field Auction Marga safi Retaifie l surplus over invenbry an Client procrom /evelvues assn
queliry/dgnminenh Iiry of moves Por sale N an open market envimommt(-IncepS[M1ola Managed Inventory-).
• Ii termimto Field Auction Mmagv armee inventory Ion, plan digital photos and dropped oWmm each mss[ department
ible for vie in an riven mast environment
. IntdSeM1oh Field Auction Manager tracer of mdvS. chi WRcreates public auction listings for each anno demmimtl
handle for safe in an all makR commitment using detailed product 4mNpima beet upon mlowledge of me open
mule est Ile online muction makes.
• C(IIENTAILY DANGEROUS ITMS. With respect to an recommends) which lvtaSchola maswWly, aelennwes mM
pmmrulty dmgaous m rev, including firms which may be ekvtriml, mlumm , macrized or dMpwire appeal In te.g
au� iWei power tank, sharp vols me), Cliem shol be reWmable fmrtning thin went in We Preserve oflnta&Mla
Field Auction Manager in male for the product listing to Include a ended statement reporting pmvm rpeMiliry, of then
item al [M1 time of living
•
Should Immitchola Fall Auction Mmagerdiwmaan environment dial k net safe orclean to perform inventory,
Blackball Me di to caval inventory eRrns, or postpone resumption of invoi until working combination
can be odPovM
AUCTION RERVICES-GENERAL
• Rioruvk, the Client man sive Wblxx(ra coppmvNesdxwrnudcoro Climtm hemM frepumtrr: rf
adnfy Schod rt y, M its ownof disce film a fornosurpluse items cum.
InteSCM1ole may, at its own discmim elm make trees available fmction authrough, offer public bid income,Enough
Inte
conflim with m m[tion already in prams. rScholapysall foes associated with listing epee an eBay meta
snlesnud mMnivg ma6ducuyM1 WlachmnebcM1oeen by lnterSCM1ole.
• ImeS[hole ssnds Iivivgim Client via moil priorm wdion Immch. Client mW review ell lisfings mal suW emtil
respxwto lntmScholem[m(nm nuwnabl[accmacyrl4ningcommG SnoWtl Clam nccrspontlm NRScM1olam
Wvmce afeixtien IeurcM1, InmrSchole will aewnie Fspurpom orpia a®ennmltMr Client M1o+eppmvd lifting
cannot. In NisrasG SMUldabuya lamas
repasibiliry ofrMM(Sm BlYE0. REFUNDS mwantimy oWfeEMansibiaitfmB baloi Nis marwill be hemetl red
• Im<9cnoh wpyxts NgRlevel vnketm8 ro ted wpWM 6ryammmwitY iv conjmnion with psrmernuctim site. N
Widen, InmSchob may fWhYppubli omia ofcurtm5 upcamiog and paveuctiom OniM NterSCM1oln website m
ImaMe Wdiniood baying moment and no
. ImaScholf ieai(-Auchomand manaµe.n customer common through oration est.rceiq rrparmmt masniwingor
aeway rnmm rAaeaan agri
Page
AUCTION SERVICES - AUCFION CLOSE
• InlerSchola indicate pointers (We once plus shipping and handling and appropriate sales M) from winning bidder(51 in
acmNsr a with close ofwt[tieN.wle and Forma l pmvMurw apscifiM in Ne imvgebon ism, dexngbn.
• NmrSchoh Fluid Auttim Manager rtMoseo Chem Samirai usually within 5-10 basions daysafler Yre auction and
OR Time Pickup MY) m package paid items and connections ddivvies of goods to winning biddermaYburmsk An
additional Backup Pickup pay is glass scheduled in advance with Client for items for which gymmis were sw1 revived
Were the Find Pickup pay.
• Client may l asked to fewilim e pickups on days other than the First Pickup My m Backup Pickup My. Preparation Ina
such pickups will Mie been made by Ne InmSebola field Auction Manager eM an such [ayes, We Clime Regesare ive
will be tlequmey, bread nu requirtl amiviry, including handling orpapemw4 to resume this ams pickups was handled
smmMy. ShnWacmfinnederm RmNbuyeramveumnncu onadrymherlbmax.MiulMpidpMy,
Chem is so oftnify monewchola immediately,
• Interwhola may noon assimamc from Client Representative or other staff per moving large papers fire pmlgsw of
inventory ing items aoNw preparation me pacbgw6 and delivery of slims. Examples; ofstar mquesu fmm Im[a5cbia
reinmutle u) asslpance in now movmwnt of liverym
assets at Chem Irson by Client Representative (ie_ by forklift), m
reaquest for palls sweet by Cnmt Repesm®Me to resist with We ofsssms, c) placing nations assets insalvage lips
mmnged rte dl and removal by ImerSacbl4 d) provision oraoplm pdmging mnsnals Nm UNmwius would In
character! by Chmr, me) request to books the "Tmnslys" of an item Ibt Not beth prepared fm pickup should abuyer or
buyerrtptvm y 9I be wnabl<ro Meed me oflht uandle th Iintin drys. simper,
goes
fie is unableo cmfirm mislurcG
InterSebole may as im own tliavetiwcduseom m handle the listing ofNose hems fm wM1icM1 avi0nw will b required
esefullyammpkN lM1emk.
• INmStllokwnfitma receipt df8ouds by buYet(s)thaongb email [anfirmetim from buYtt mNmmtruwlNgemem by
Ibisd PatYshiWpnmdelirery smite.
COMPLEX ITEMS
• On bebalfof i6 elien411Mr5cbla may list for sole [main isms, Mein Rkmd m a •Cwnplm Items;' "Impacts,
greater time and Memim Ilan Amrbd items for investors, mason preparation, mmkedng, sM/m pakbng, shipping
prism ilingermakingmmgemmts Nrtemoval."Cwnplex Items"may include, but ere IM limited me; lug4 complex
echimrympuipnrtnlmmaptmaum"systems"'. items NmtegaiR ampkx "bmdling"(egcrwork: EOTSIIW will
mgviremUltipkdap fwmmval;mnems Na by devery limited mts, the cs InLLforCinillwmk Nlkiliwea
cull uanuclim attract itemst directedbyIbeyin Exhwbjxeb Je-Cla nae(or Cineplex Items In Exhibit B.
•
Should lefur&Mls stem mlimedby mmgoryase move
itAmbee"Complee lhm". it will give tee thumfro
Chant 0 Innu itmrsewaReretlfmwas In Nisexo Clim mayremovemeitemfrom InmScbls-Managed Inventory by
rise to Intm y a U owin obminwsdays hromean[ n iueide m[iceafJe'tiamplex I¢m" desimtmion al¢mativelY,
IamSedfothey li in own discrtim chose eat Failures iamob ircm.
• Onber firma ludienb, Inman crowded
ap�eemrm Inventory Asassmemm a selectionVroritems than requires
game p�d and mtmtim drm a "Is arm Nvmlmy Assm'mcm. Complex which ret Assessme Fie my Suisse, M Mme
m limi¢tl 10 Invrnmry A�aeaemmis m multiple locmwmar m Iconoas for which xcess by the Field Auction Martini
nus mny anunnplleg.m wmennweIsseatiwu). oflm stege,mlerseari cmewamm�me wM1NMrm mvmlary
Amusementis Cment tountilom Fiala Aamm Mamgrwopiis the pveman le screa.snmltl lmmneMahemm
ter We. I this cow.
mal Complex the Sam Asewmmt h will give notice mewrm Clive terore offering Immo
for We. N this we, climt mar tenrave the ran from mte5cbl.-Mwagca Inrmtmy lir mdre to ImvSefal. wINN l
diweviction chomeernmxivwnmioteNe "Complex ltem'acsimmtian. Alteme[irely. InterSMola may at iv oexecutioncnoox not to irclude mcM1 item.
SALVAGE ASSETS
•MerSchde my Iweacb ams channels for mleldispoul of essem dz nm salemom in an open maker mv'vaomeot.
• Inter-Schmh ass commercially reasonable eFans, featuring services of lae5cbin pnrrtm, to find (Salvage) Wym of
such neeu at the bwt price for Cbar.
• bNoSchob rest kept aymem fiom buyw(s) in accordance with terms car form by lmericbre.
• Intraftespolit Field Auction Mereger rmum to Cliem lmtlinds)aWly within 5- 10 Msimw days after she provision and
dame (Fine Pickup Day) to package Mid shows and mad'masdeliwiw prospects upwinning bidda(spbuyafs). An
Wtl
argue
dh, BackaP First ekuP 0.Y is alw vAMuletl w edvaoee wiW Client Nr items far which Mymmw wwenm received
beNrt re Nokup Oay,
aYfflifFt
. ImerSmoo manages member ofinemora for completed Silo in Client m amniag Buis within Wrte monms
(Approximately ]5-An clays) of the auction and area. A CompletN Sale is defin>f As an ism which W Item w14
pyment meivM fiom buyer mal item rtmove i Rom Client lanimt, eimersbippedor picked op. Ifni item ambeen
sold but payment has new been mwimil from buyer or pickup/shipping is not completN befpc me thrtommth periM
M1v two completed, the truufm of2nds will M macle A the rce scmi-monmly tolling peymem cycle, after row"I of
IM item has hen confirm H
• Psrceeds w definW u lobi ofvks prise plus solo ua roll¢led leu InlerSeMla cetvnusiwJfev. Calculadam of
mdiviMW vection list g amounts war ptesrnrN with too paymem.
• I u michma hrts in best to enrage buyer/cuGamer sn6Gcdori In are court twit the Myer k not satisfied with product
receiver! from Cline, Inter-Rham will mrmgesWement with the buyer in monotone with eBay guidelinto (a link to
thoe pacfines on be found M¢ Irtn rcros mshl VCgp"PpTNQ,5h9me
1r5chola does not accept
Roums_ All lnlochala strain items amamid "s' Ste BIlYM REF11BD5 wamon of bottom B below.)
• In the cue bar an item dm' cm sell a1ua cion or mat a uarsvcdom 4enrolled wirlmu to ment or pickup. MumicMN
will determine fmibiliry for other mens of sale.
• Client 6 nopmoible fu my I s assrcinW warn panNg Public Naie. including but net Iim'netl to public advertising
coms, if actuarial of determined by the Client. In no not will Client M responsible for InmSchola's coryame income
one, or any other fm, fine, Homes or twee acquired of"impmed agoing InmSaMla
poge9
ExWwtB
Samyle Pervert of Ale ke Weuletions:
D ;torn
Terms
(IolaSchob cmnm�aim (ms dM tiblo hum ClimtpnaeeA+):
M era of nm
Sain ft Tran& arla lkrtmme orma
ImeStlwla Perth ofSBle
final auction
< 1000,00 4fi%
1(48%&M)1=SIQ
Rating
>$IM,OT 4M of Ne firat SIM, plus 29%
FaemPle (f rel ak Pnm): E40o
trasacion value
af0maaavaWve SIY00.
I(4fi%•$I OW) +(38%*V W)l-5480 Kng-51 W8
Par hour for on-
Clleel Seb SDR InlmScho1aeffxtivvrae-34%
Er le (final sale anus): S300
sik x
pruvitlN by
lnu ScM1ob
Fold Aunion
InarScFola&nice Fee
vrmaly s)to
WAIVED
sort
venmry/evalm
leae
quality/lklemtin
e feusTiliry for
ak
FW mnnl fm
NImSeFoln Network Peymnll
mloin
WAIVED
Network
Samyle Pervert of Ale ke Weuletions:
Penem ofous fw wlcalama
(IolaSchob cmnm�aim (ms dM tiblo hum ClimtpnaeeA+):
Final ale pkeli¢m m �mNpk
i@mliftin&
1(48%&M)1=SIQ
Clkar"Um InImSaEola<Rmiw ntt-9$%
FaemPle (f rel ak Pnm): E40o
I(4fi%•$I OW) +(38%*V W)l-5480 Kng-51 W8
Clleel Seb SDR InlmScho1aeffxtivvrae-34%
Er le (final sale anus): S300
FEE STRUCTURE (COMPLE)i ITEMSICOMPLEX INVENTORY ASSIMMENTS)
Due to Ibe add tknal emgolremmb b maeage (haanetion valq Ia¢e5eM61 he urvetu2 for Campin Items eu
klbm:
(•)A Service Free an a mu ofS35Sooner will be charged for all wank performed by me Im25ehow field and lifting W sm
Ill Complex 1¢mv/COMPLEX INVENTORY ASSESSMENTS in events of bin ofammcun (meluding bid net
limited to invenory; aseamlX MWcdm%haMlin& ei bekNdwing and after sale, to manage me, in Completion
InmeSeM1ok Sconce Fla. ifnppllook will M iumited and daWgW dram Will pueeeds of each auction reund
FEE STRUCI9RE(SALVAGE ITEMS)
Intense
hop Fwcenoffinal
Percent sale Ar%(mhari vakq
of We
mAxIschop mugerism all items SOLD in f rmsims ahm Nen She eBay murkesplace in SALVAGE.
IJPLSaLq 0.Y\^rl9 rR
• Packaging materials will he pronded by hemewhok ideas dwlimme agreed m by ClimL All, shipping and M1eMling
hes will the the responsibility offirmil hop unless Wtmvise agreed to by the Client Are Exhibit A,
AllRNd
• afters eirarea Mu[fionmullNgpn[n Revenue split bswan[IientmtllnurSCMle is bautl on cat mks pace
after odnc
• tIf erefimdto25% obymind wrow lion dram clknt missing or damaged mine. Client will becMgN an atltlidoml
fee r ml m25%ofrefwd empme
• CMrge will appear on lnurgeMlarCllminvoice umlotnSchoU [win Service Fee.
TetmieatN Aunims
• Items removed from tae uu[lim procemat the e4eat's requWafter invenmry muaamrnt but Wrim auctim lining
will be amsed a Ro of$35.
• hemi removed drum ted amlion Anew at the client's request after auction luting ban be man one will be aiufaeda
fee equal m 50% of the auction sun pna
• IumalM1el are mltlnaunim snot be 2movN hmniM1e amtiw Prosct andtmrexdoos enrolled wiWN
Came.
mofbuyv.Sbuld buyv ag2emmnwl role, clkot wJl be chmgMafce ryuelm Sp/ofWo rola
• CaeCharge,,wig nppmrm lmerScboWCliem invoice assn lnlmgcMkitem Smke Fix.
Page I I
Ie Price Int rS•ba
[lumbeM1
Pu[mtofnn find
<52500,00 48%
ole
>5250001 48%ofme, fiM 52500, plu' 20% of due amount above
Poison
an cam lions
E25Pt
infinite
� v m
• Plus service fx, if applicable
legal
Per hour Me
Ulu
servivis provided
Sci
by murscbolaA
S35 WMwa(•)
Fre
Gemming vb(flrst
far home me fil
(•)A Service Free an a mu ofS35Sooner will be charged for all wank performed by me Im25ehow field and lifting W sm
Ill Complex 1¢mv/COMPLEX INVENTORY ASSESSMENTS in events of bin ofammcun (meluding bid net
limited to invenory; aseamlX MWcdm%haMlin& ei bekNdwing and after sale, to manage me, in Completion
InmeSeM1ok Sconce Fla. ifnppllook will M iumited and daWgW dram Will pueeeds of each auction reund
FEE STRUCI9RE(SALVAGE ITEMS)
Intense
hop Fwcenoffinal
Percent sale Ar%(mhari vakq
of We
mAxIschop mugerism all items SOLD in f rmsims ahm Nen She eBay murkesplace in SALVAGE.
IJPLSaLq 0.Y\^rl9 rR
• Packaging materials will he pronded by hemewhok ideas dwlimme agreed m by ClimL All, shipping and M1eMling
hes will the the responsibility offirmil hop unless Wtmvise agreed to by the Client Are Exhibit A,
AllRNd
• afters eirarea Mu[fionmullNgpn[n Revenue split bswan[IientmtllnurSCMle is bautl on cat mks pace
after odnc
• tIf erefimdto25% obymind wrow lion dram clknt missing or damaged mine. Client will becMgN an atltlidoml
fee r ml m25%ofrefwd empme
• CMrge will appear on lnurgeMlarCllminvoice umlotnSchoU [win Service Fee.
TetmieatN Aunims
• Items removed from tae uu[lim procemat the e4eat's requWafter invenmry muaamrnt but Wrim auctim lining
will be amsed a Ro of$35.
• hemi removed drum ted amlion Anew at the client's request after auction luting ban be man one will be aiufaeda
fee equal m 50% of the auction sun pna
• IumalM1el are mltlnaunim snot be 2movN hmniM1e amtiw Prosct andtmrexdoos enrolled wiWN
Came.
mofbuyv.Sbuld buyv ag2emmnwl role, clkot wJl be chmgMafce ryuelm Sp/ofWo rola
• CaeCharge,,wig nppmrm lmerScboWCliem invoice assn lnlmgcMkitem Smke Fix.
Page I I