ORDER NO.30857
GOVDEALS INC. SERVICES
Came to be heard this the 27th day of May, 2008, with a motion made by
Commissioner Letz, seconded by Commissioner Oehler. The Court unanimously
approved by vote of 4-0-0 to:
Move that we enter into an Agreement with GovDeals, Inc., an Internet based
auction service for a system to dispose of surplus items by the County, and one for
seized property also.
.~~ ~~~~~
1
COMMISSIONERS' COURT AGENDA REQUEST
PLEASE FURNISH ONE ORIGINAL AND TEN (10) COPIES OF THIS
REQUEST AND DOCUMENTS TO BE REVIEWED BY THE COURT
MADE BY: Jeannie Hargis
MEETING DATE: May 27, 2008
OFFICE: Auditors Office
TIME PREFERRED: None
SUBJECT: Consider, Discuss and Take Appropriate Action to review the services of
GovDeals Inc. GovDeals provides a means for sellers to list items for sale and for
potential buyers to bid upon these items via an Internet-based auction system.
Attached is an email from James Oakley and a copy of their sales agreement for your
review.
EXECUTIVE SESSION REQUESTED: (PLEASE STATE REASON)
NAME OF PERSON ADDRESSING THE COURT: Jeannie Hargis
ESTIMATED LENGTH OF PRESENTATION: 10 minutes
IF PERSONNEL MATTER -NAME OF EMPLOYEE:
Time for submitting this request for Court to assure that the matter is posted in
accordance with Title 5, Chapter 551 and 552, Government Code, is as follows:
Meeting scheduled for Mondays:
5:00 PM previous Tuesday
THIS REQUEST RECEIVED BY:
THIS RQUEST RECEIVED ON: @ .M.
All Agenda Requests will be screened by the County Judge's Office to determine if adequate
information has been prepared for the Court's formal consideration and action at time of Court
Meetings. Your cooperation will be appreciated and contribute towards your request being
addressed at the earliest opportunity. See Agenda Request Rules Adopted by Commissioners'
Court.
Page 1 of 1
Jeannie Hargis
From: GovDeals -Nettie Carter (ncarter@govdeals.com]
Sent: Wednesday, May 14, 2008 2:29 PM
To: 'Paula Hargis'
Cc: 'James Oakley'
Subject: GovDeals -Kerr County, TX
Attachments: Sellers Agreement V5 -Kerr County (TX) - 5.14.08.doc
Please print two copies of the seller's agreement document, sign both copies and mail them back to my
attention. Our president, Bob DeBardelaben, will sign the agreement and I will send one copy back to you for
your records. If you have any additional questions, do not hesitate to contact me.
You may also choose to expedite your account by faxing a copy or e-mailing a scanned copy of the signature
page to my attention. I will then add the original once we receive it from the U.S. Postal Service.
If you need any changes please a-mail them to my attention, I will make the changes and forward the new
seller's agreement to you.
Thank you again for your interest in GovDeals!
Your representative is;
James Oakley
Sales Representative
Texas Region
GovDeals, Inc.
P.O. Box 121
Spicewood, TX 78669
Cell: (512) 560-6240
Fax: (334) 387-0519
joakl~govdeals.com
www.GovDealscom
Regards,
Nettie Carter
Sales Support Assistant &
Contract Coordinator
GovDeals, Inc.
5907 Carmichael Place
Montgomery, Alabama 36117
Desk: (334) 387-0516
Fax: (334) 387-0519
ncarter~a govdeals.com_
www.GovDeals.com

5/20/2008
GovDeals
Sellers Agreement
This Agreement is between GovDeals, Inc. ("GovDeals"), a Delaware corporation having its
principal place of business at 5907 Carmichael Place, Montgomery, Alabama, 36117 and Kerr
County ("Client"), having its principal place of business at 700 Main -Room 103 -Kerrville,
Texas 78028.
1.0 Description of Services: GovDeals provides a means for sellers to list items for sale and
for potential buyers to bid upon these items via an Internet-based auction system. Although
GovDeals may provide software and applications to the Client to make the listing of items
easier, GovDeals is not a party to the actual sale and has no control over the listed
information or the ability of the buyer and seller to complete the transaction.
2.0 GovDeals Responsibilities: In addition to the operation of an Internet auction server,
GovDeals will provide the Client with the following services during the term of the
Agreement:
2.1 Access to a web-based application ("GovDeals Auction Server") that will help the
Client maintain information about assets and submit them to auction. The GovDeals
Auction Server will:
2.1.1 Accept descriptive information concerning an asset;
2.1.2 Allow different auction phases based upon dates and times to be specified;
2.1.3 Permit the assignment of certain buyer restrictions during each auction phase;
and
2.1.4 Facilitate requests for credits regarding transactions that were not completed.
2.2 Training and support services to implement the GovDeals service, which will
include:
2.2.1 Familiarization with the nature and operation of the GovDeals Auction
Server;
2.2.2 Guidance in the initial entry of assets;
2.2.3 Procedures for taking and posting pictures of assets; and
2.2.4 Assistance in the development of an implementation plan and schedule.
At GovDeals option, training and support services will be provided either on-site or
via telephone and the Internet.
2.3 A customer support desk available via telephone or e-mail between the hours of 8:00
a.m. and 6:00 p.m., Eastern Time, Monday through Friday, except announced
holidays.
2.4 Marketing of the on-line auction service to promote use of the site by potential
buyers.
3.0 Client Responsibilities: To promote a successful operation and increase the benefits from
using GovDeals auction capabilities, the Client agrees to:
GovDeals Sellers Agreement - VS - 0208
Page 1
Copyright 2001, GovDeals, Inc.
3.1 Provide on-site support and resources required to access the GovDeals Auction
Server via the Internet;
3.2 Make sufficient personnel related to surplus property disposal available for training,
implementation, and initial data entry;
3.3 To the extent permitted by law, cooperate with marketing campaigns, including
providing a mailing list of prior auction customers, if available; and
3.4 Utilize GovDeals Auction Server and on-line auction capabilities during the term of
this Agreement by:
3.4.1 Listing assets for sale on the GovDeals auction service;
3.4.2 Completing sales transactions for assets sold via this service;
3.4.3 Not selling through some other means any item for which it has received a
winning bid via GovDeals for the specific purpose of avoiding the GovDeals
fee; and
3.4.4 Not engaging, directly or indirectly, in any activities intended to manipulate
or interfere with the bidding process.
4.0 Fees: For any item that is sold as a result of posting it to the GovDeals web site, the
following fees apply:
4.1 Where a single auction item does not yield greater than $100,000 in a winning bid,
Client agrees to pay GovDeals a fee of seven and one-half percent (7.5%) of the
winning bid, but not less than $5.00.
4.2 Where a single auction item yields greater than $100,000, but does not yield greater
than $500,000 in a winning bid, Client agrees to pay GovDeals a fee of seven and
one-half percent (7.5%) of the winning bid up to $100,000 plus five and one-half
percent (5.5%) of the winning bid that is in excess of $100,000 up to $500,000.
4.3 Where a single auction item yields greater than $500,000 in a winning bid, Client
agrees to pay GovDeals a fee of seven and one-half percent (7.5) of $100,000 of the
winning bid, plus a fee of five and one-half percent (5.5%) of $400,000 of the
winning bid, plus a fee of three and one-half percent (3.5%) of the amount in excess
of $500,000 of the winning bid.
4.4 On occasion, and apart from initial training, Clients request GovDeals to supply on-
site assistance to quickly move large amounts of items that have accumulated over
a period of time. For this service, and upon mutual agreement between GovDeals and
the client, an additional fee will be charged over and above the normal fee schedule
shown in 4.1, 4.2 and 4.3 above. For this mutually agreed upon additional fee,
GovDeals will go to the Client's site and record asset descriptions, take pictures, load
assets to the auction site, and set auction dates. Assets must be arranged in such a
manner as to.allow GovDeals personnel access to the assets for recording
descriptions and taking pictures. If assets axe not arranged in the proper manner,
Client will provide personnel to assist the GovDeals representatives in arranging the
assets for proper presentation. In order to exercise this option, Client must request
and agree to the additional fee in writing. This fee does not apply to assets used in
the initial training and will not apply when the Client processes its own assets.
GovDeals Sellers Agreement - VS - 0208
Page 2
Copyright 2001, GovDeals, Inc.
5.0 Payment:
5.1 GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit
payment to GovDeals within thirty (30) calendar days, unless an applicable prompt
payment act or similar legislation specifies a different time period.
5.2 Client shall promptly, but not more than sixty (60) calendar days after the sale date,
notify GovDeals of any transaction that was not consummated. The fees for said
transaction shall be credited to the Client during the next invoice period.
6.0 Term of Agreement: This Agreement shall commence on the date it is signed by the
second party to do so and will continue for a period of twelve months unless otherwise
terminated upon sixty days written notice by either party. This Agreement shall be
automatically extended for additional one-year periods, unless either party notifies the
other in writing of its intent not to renew at least sixty days prior to the anniversary date.
Either party may request a re-negotiation of the terms hereof during a period sixty days
prior to the anniversary date of this Agreement. Any charges owed either party prior to
terminating the agreement will remain payable.
7.0 Right to Sell and Content: Client will only post items to the GovDeals auction site that
the Client has the legal right to sell or dispose of to qualified buyers. Any information
posted will be accurate to the best of Client's ability and not contain anything of a
pornographic or objectionable nature. Client agrees to only use links to digital pictures of
associated assets as provided for in the GovDeals software, and will not create links to any
other site, text or other information without the written consent of GovDeals.
8.0 Online Sales -Terms and Conditions: Attached hereto are model Online Sales -Terms
and Conditions for use by client. At any time during the term of this Agreement, Client
may modify the Terms and Conditions. Said substitution modification must be submitted
to GovDeals in writing for posting to the GovDeals auction site. The Terms and
Conditions posted to the GovDeals auction site shall not modify, amend or affect the
provisions of this Agreement.
9.0 Information and Security:
9.1 Client agrees that GovDeals is not responsible for the accuracy of information
provided to it by seller(s) and/or buyer(s). GovDeals will use reasonable efforts to
protect information that is on its web site from inappropriate use and loss.
9.2 Client grants GovDeals anon-exclusive, non-transferable, irrevocable, and royalty-
free right to exercise any copyright or publicity rights Client may have in the
information it posts to the GovDeals server(s). GovDeals agrees to use this
information only for its intended purpose in support of this Agreement.
10.0 Interference: Client will not use any programs, routines, or applications in connection
with GovDeals that will interfere with the operation of the software or site. Specifically,
the Client will only communicate with the GovDeals Auction Server by using software and
applications that GovDeals provides or specifically approves in writing.
GovDeals Sellers Agreement - VS - 0208
Page 3
Copyright 2001, GovDeals, Inc.
11.0 Proprietary Intellectual Property Exclusivity and Confidentiality: The proprietary
Internet-based auction system, environment, and components (collectively, the "System")
provided by GovDeals under this Agreement are, and will remain, the exclusive property
of GovDeals. GovDeals retains and reserves all rights to the proprietary intellectual
property, including, but not limited to, all copyrights and trademarks of and to the System.
GovDeals is providing the Client hereunder with a license for said System solely for its
own use.
Client may not subcontract, sell, lease, transfer, assign or otherwise share said System with
any third parry. Client acknowledges that the System constitutes the proprietary and
confidential property of GovDeals and agrees not to directly or indirectly use, employ,
divulge, disclose, transfer, or communicate to any person, firm, corporation or other entity,
in any manner whatsoever, any of the System or documentation/information provided by
GovDeals. In the event of termination of this Agreement, Client shall promptly return to
GovDeals or at the option of GovDeals destroy, all documentation/information regarding
the System.
12.0 Warranty Disclaimer: GovDeals does not warrant error-free or uninterrupted use of the
GovDeals service. The GovDeals web sites, services, software and applications are
provided without warranty, express or implied, including, but not limited to, any implied
warranties for merchantability or fitness for a particular purpose. GovDeals, its directors,
officers, employees, agents and/or affiliates shall not be liable for any loss of profit and/or
any direct, indirect, special, incidental or consequential damages resulting from the services
offered herein.
13.0 Governance: This Agreement will be governed, interpreted, construed and enforced in
accordance with the laws of the State of Texas.
14.0 Counterparts: This Agreement may be executed in two or more counterparts, each of
which after execution and delivery shall be deemed an original, but all of which shall
constitute one and the same instrument.
15.0 Non-Exclusive En~a~ement: This Agreement is not exclusive. The Client may utilize
other disposal approaches, including traditional auctioneer services and sealed bids in
addition to GovDeals services. However, it is understood and agreed that the Client will not
simultaneously utilize other disposal approaches and GovDeals for a particular asset while
that asset is listed on a GovDeals auction.
16.0 Entire Agreement: This Agreement represents the entire understanding between the parties
with respect to its subject matter.
17.OPromotional Reimbursement: Client acknowledges that GovDeals will pay Texas
Association of School Boards, Inc. (TASB) a promotional reimbursement for each sale made
through GovDeals.
GovDeals Sellers Agreement - VS - 0208
Page 4
Copyright 2001, GovDeals, Inc.
18.ONo bidding by GovDeals or TASB: Neither GovDeals nor TASB will bid on items listed
on the GovDeals website.
GovDeals Sellers Agreement - VS - 0208
Page 5
Copyright 2001, GovDeals, Inc.
THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO.
GovDeals:
By:
Name: Robert L. DeBardelaben
Title: President
Date:
Sellers Agreement Mailing
Address and Contact
Name: Nettie Carter
Title: Sales Support Assistant
5907 Carmichael Place
Montgomery, AL 36117
Telephone Number: (334) 387-0516
Fax Number: (334) 387-0519
e-mail: ncarter(~~ovdeals.com
Kerr County:
By:
Name: Pat Tinley
Title: Count~dge
Date:
Primary Contact Person:
Name: Paula Hargis
Title: County Auditor
Telephone Number: (830) 792-2237
Fax Number: (830) 792-2238
e-mail: Lhargisna,co.kerr.tx.us
Primary Contact Person:
(Contract development)
Name: James Oakley
Title: Sales Representative Texas Region
Telephone Number: (512) 560-6240
Fax Number: (334) 387-0519
e-mail: joakleyn,~ovdeals.com
GovDeals Sellers Agreement - VS - 0208
Page 6
Copyright 2001, GovDeals, Inc.
GovDeals
Sellers Agreement
Online Sales -Terms and Conditions
Kerr County
Kerrville, Texas
Online Sales -Terms and Conditions
All bidders and other participants of this auction agree that they have read and fully
understand these terms and agree to be bound thereby.
Guaranty Waiver. All property is offered for sale "AS IS, WHERE IS." Kerr County (Seller)
makes no warranty, guaranty or representation of any kind, expressed or implied, as to the
merchantability or fitness for any purpose of the property offered for sale. The Buyer is not
entitled to any payment for loss of profit or any other money damages -special, direct, indirect,
or consequential.
Description Warranty. Seller warrants to the Buyer that the property offered for sale will
conform to its description. Any claim for misdescription must be made prior to removal of the
property. If Seller confirms that the property does not conform to the description, Seller will
keep the property and refund any money paid. The liability of Kerr County shall not exceed the
actual purchase price of the property. Please note that upon removal of the property, all sales
are final.
Personal and property risk. Persons attending during exhibition, sale or removal of goods
assume all risks of damage of or loss to person and property and specifically release the seller
and GovDeals from liability therefore.
Inspection. Most items offered for sale are used and may contain defects not immediately
detectable. Bidders may inspect the property prior to bidding. Bidders must adhere to the
inspection dates and times indicated in the item description. See special instructions on each
auction page for inspection details.
Consideration of Bid. Kerr County reserves the right to reject any and all bids and to withdraw
from sale any of the items listed.
Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from
GovDeals.
Payment. Payment in full is due not later than 5 business days from the time and date of the
Buyer's Certificate. Acceptable forms of payment are:
• U. S. Currency
• Certified Cashiers Check
• Money Order
GovDeals Sellers Agreement - VS - 0208 ~
Copyright 2001, GovDeals, Inc.
• Company Check (with Bank Letter guaranteeing funds -mandatory)
Checks shall be made payable to: Kerr County. Payments shall be made at the location listed
in the Buyer's Certificate.
Escrow Payment. When the purchase price (of a single item or the aggregate purchase price
of multiple items) totals $5,000 or greater, the Seller may require a down payment from the
winning Buyer. This non-refundable fee will be 20% of the total purchase price. When the
Seller exercises this option, the Buyer will have 48-hours from the time of issuance of the
Buyers Certificate to comply with this requirement. If Buyer fails to comply with this
requirement within the stated time frame, the Seller can declare Buyer in default, bar them from
further bidding and have them removed from the GovDeals system. If Buyer is in default, Seller
may negotiate with next closest bidder, re-list at another auction and/or pursue all legal
proceedings. All monies collected in escrow, will be deducted from total monies due at time of
final payment.
Removal. All items must be removed within 10 business days from the time and date of
issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as
specified. Successful bidders are responsible for loading and removal and any and all property
awarded to them from the place where the property is located as indicated on the website and in
the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary,
including packing, loading and transportation of the property. Under no circumstances will Kerr
County assume responsibility for packing, loading or shipping. See special instructions on
each auction page for removal details. A daily storage fee of $10.00 may be charged for any
item not removed within the 10 business days allowed and stated on the Buyer's Certificate.
Vehicle Titles. Seller will issue a title or certificate upon receipt of payment. Titles may be
subject to any restrictions as indicated in the item description on the website. Open titles cannot
be issued. Kerr County will not issue replacement titles.
Default. Default shall include (1) failure to observe these terms and conditions; (2) failure to
make good and timely payment; or (3) failure to remove all items within the specified time.
Default may result in termination of the contract and suspension from participation in all future
sales until the default has been cured. If the Buyer fails in the performance of their obligations,
Seller may exercise such rights and may pursue such remedies as are provided by law. Seller
reserves the right to reclaim and resell all items not removed by Buyer thirty (30) days from the
expiration of specified removal date.
Acceptance of Terms and Conditions. By submitting a bid, the bidder agrees that they have
read, fully understand and accept these Terms and Conditions of Online Sales, and agree to
pay for and remove the property, if the bid is accepted, by the dates and times specified. These
Terms and Conditions are displayed at the top of each page of each item listed on GovDeals.
State/Local Sales and/or Use Tax. Buyers may be subject to payment of State and/or local
sales and/or use tax. Buyers are responsible for contacting the appropriate tax office,
completing any forms, and paying any taxes that may be imposed.
Sales to Employees. Employees of Kerr County may bid on the property listed for auction, so
long as they do NOT bid while on duty.
GovDeals Sellers Agreement - VS - 0208
2
Copyright 2001, GovDeals, Inc.
5.0 Payment:
5.1 GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit
payment to GovDeals within thirty (30) calendar days, unless an applicable prompt
payment act or similar legislation specifies a different time period.
5.2 Client shall promptly, but not more than sixty (60) calendar days after the sale date,
notify GovDeals of any transaction that was not consummated. The fees for said
transaction shall be credited to the Client during the next invoice period.
6.0 Term of Agreement: This Agreement shall commence on the date it is signed by the
second party to do so and will continue for a period of twelve months unless otherwise
terminated upon sixty days written notice by either party. This Agreement shall be
automatically extended for additional one-year periods, unless either parry notifies the
other in writing of its intent not to renew at least sixty days prior to the anniversary date.
Either party may request a re-negotiation of the terms hereof during a period sixty days
prior to the anniversary date of this Agreement. Any charges owed either party prior to
terminating the agreement will remain payable.
7.0 Right to Sell and Content: Client will only post items to the GovDeals auction site that
the Client has the legal right to sell or dispose of to qualified buyers. Any information
posted will be accurate to the best of Client's ability and not contain anything of a
pornographic or objectionable nature. Client agrees to only use links to digital pictures of
associated assets as provided for in the GovDeals software, and will not create links to any
other site, text or other information without the written consent of GovDeals.
8.0 Online Sales -Terms and Conditions: Attached hereto are model Online Sales -Terms
and Conditions for use by client. At any time during the term of this Agreement, Client
may modify the Terms and Conditions. Said substitution modification must be submitted
to GovDeals in writing for posting. to the GovDeals auction site. The Terms and
Conditions posted to the GovDeals auction site shall not modify, amend or affect the
provisions of this Agreement.
9.0 Information and Security:
9.1 Client agrees that GovDeals is not responsible for the accuracy of information
provided to it by seller(s) and/or buyer(s). GovDeals will use reasonable efforts to
protect information that is on its web site from inappropriate use and loss.
9.2 Client grants GovDeals anon-exclusive, non-transferable, irrevocable, and royalty-
free right to exercise any copyright or publicity rights Client may have in the
information it posts to the GovDeals server(s). GovDeals agrees to use this
information only for its intended purpose in support of this Agreement.
10.0 Interference: Client will not use any programs, routines, or applications in connection
with GovDeals that will interfere with the operation of the software or site. Specifically,
the Client will only communicate with the GovDeals Auction Server by using software and
applications that GovDeals provides or specifically approves in writing.
GovDeals Sellers Agreement - VS - 0208
Page 3
Copyright 2001, GovDeals, Inc.
11.0 Proprietary Intellectual Property Exclusivity and Confidentiality: The proprietary
Internet-based auction system, environment, and components (collectively, the "System")
provided by GovDeals under this Agreement are, and will remain, the exclusive property
of GovDeals. GovDeals retains and reserves all rights to the proprietary intellectual
property, including, but not limited to, all copyrights and trademarks of and to the System.
GovDeals is providing the Client hereunder with a license for said System solely for its
own use.
Client may not subcontract, sell, lease, transfer, assign or otherwise share said System with
any third parry. Client acknowledges that the System constitutes the proprietary and
confidential property of GovDeals and agrees not to directly or indirectly use, employ,
divulge, disclose, transfer, or communicate to any person, firm, corporation or other entity,
in any manner whatsoever, any of the System or documentation/information provided by
GovDeals. In the event of termination of this Agreement, Client shall promptly return to
GovDeals or at the option of GovDeals destroy, all documentation/information regarding
the System.
12.0 Warranty Disclaimer: GovDeals does not warrant error-free or uninterrupted use of the
GovDeals service. The GovDeals web sites, services, software and applications are
provided without warranty, express or implied, including, but not limited to, any implied
warranties for merchantability or fitness for a particular purpose. GovDeals, its directors,
officers, employees, agents and/or affiliates shall not be liable for any loss of profit and/or
any direct, indirect, special, incidental or consequential damages resulting from the services
offered herein.
13.0 Governance: This Agreement will be governed, interpreted, construed and enforced in
accordance with the laws of the State of Texas.
14.0 Counterparts: This Agreement maybe executed in two or more counterparts, each of
which after execution and delivery shall be deemed an original, but all of which shall
constitute one and the same instrument.
15.0 Non-Exclusive Engagement: This Agreement is not exclusive. The Client may utilize
other disposal approaches, including traditional auctioneer services and sealed bids in
addition to GovDeals services. However, it is understood and agreed that the Client will not
simultaneously utilize other disposal approaches and GovDeals for a particular asset while
that asset is listed on a GovDeals auction.
16.0 Entire Agreement: This Agreement represents the entire understanding between the parties
with respect to its subject matter.
17.OPromotional Reimbursement: Client acknowledges that GovDeals will pay Texas
Association of School Boards, Inc. (TASB) a promotional reimbursement for each sale made
through GovDeals.
GovDeals Sellers Agreement - VS - 0208
Page 4
Copyright 2001, GovDeals, Inc.
18.ONo bidding by GovDeals or TASB: Neither GovDeals nor TASB will bid on items listed
on the GovDeals website.
GovDeals Sellers Agreement - VS - 0208
Page 5
Copyright 2001, GovDeals, Inc.
THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO.
GovDeals:
By:
Name: Robert L. DeBardelaben
Title: President
Date:
Sellers Agreement Mailing
Address and Contact
Name: Nettie Carter
Title: Sales Support Assistant
5907 Carmichael Place
Montgomery, AL 36117
Telephone Number: (334) 387-0516
Fax Number: (334) 387-0519
e-mail: ncarter(a~~ovdeals.com
Kerr County:
By:
Name: Pat Tinley
Title: County Judge
Date:
Primary Contact Person:
Name: Paula Hargis
Title: County Auditor
Telephone Number: (830) 792-2237
Fax Number: (830) 792-2238
e-mail: jhar~is(a~,co.kerr.tx.us
Primary Contact Person:
(Contract development)
Name: James Oakley
Title: Sales Representative Texas Region
Telephone Number: (512) 560-6240
Fax Number: (334) 387-0519
e-mail: joakley~a~,~ovdeals.com
GovDeals Sellers Agreement - VS - 0208
Page 6
Copyright 2001, GovDeals, Inc.
Goveals
Sellers Agreement
Online Sales -Terms and Conditions
Kerr County
Kerrville, Texas
Online Sales -Terms and Conditions
All bidders and other participants of this auction agree that they have read and fully
understand these terms and agree to be bound thereby.
Guaranty Waiver. All property is offered for sale "AS IS, WHERE IS." Kerr County (Seller)
makes no warranty, guaranty or representation of any kind, expressed or implied, as to the
merchantability or fitness for any purpose of the property offered for sale. The Buyer is not
entitled to any payment for loss of profit or any other money damages -special, direct, indirect,
or consequential.
Description Warranty. Seller warrants to the Buyer that the property offered for sale will
conform to its description. Any claim for misdescription must be made prior to removal of the
property. If Seller confirms that the property does not conform to the description, Seller will
keep the property and refund any money paid. The liability of Kerr County shall not exceed the
actual purchase price of the property. Please note that upon removal of the property, all sales
are final.
Personal and property risk. Persons attending during exhibition, sale or removal of goods
assume all risks of damage of or loss to person and property and specifically release the seller
and GovDeals from liability therefore.
Inspection. Most items offered for sale are used and may contain defects not immediately
detectable. Bidders may inspect the property prior to bidding. Bidders must adhere to the
inspection dates and times indicated in the item description. See special instructions on each
auction page for inspection details.
Consideration of Bid. Kerr County reserves the right to reject any and all bids and to withdraw
from sale any of the items listed.
Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from
GovDeals.
Payment. Payment in full is due not later than 5 business days from the time and date of the
Buyer's Certificate. Acceptable forms of payment are:
• U. S. Currency
• Certified Cashiers Check
• Money Order
GovDeals Sellers Agreement - VS - 0208 ~
Copyright 2001, GovDeals, Inc.
• Company Check (with Bank Letter guaranteeing funds -mandatory)
Checks shall be made payable to: Kerr County. Payments shall be made at the location listed
in the Buyer's Certificate.
Escrow Payment. When the purchase price (of a single item or the aggregate purchase price
of multiple items) totals $5,000 or greater, the Seller may require a down payment from the
winning Buyer. This non-refundable fee will be 20% of the total purchase price. When the
Seller exercises this option, the Buyer will have 48-hours from the time of issuance of the
Buyers Certificate, to comply with this requirement. If Buyer fails to comply with this
requirement within the stated time frame, the Seller can declare Buyer in default, bar them from
further bidding and have them removed from the GovDeals system. If Buyer is in default, Seller
may negotiate with next closest bidder, re-list at another auction and/or pursue all legal
proceedings. All monies collected in escrow, will be deducted from total monies due at time of
final payment.
Removal. All items must be removed within 10 business days from the time and date of
issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as
specified. Successful bidders are responsible for loading and removal and any and all property
awarded to them from the place where the property is located as indicated on the website and in
the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary,
including packing, loading and transportation of the property. Under no circumstances will Kerr
County assume responsibility for packing, loading or shipping. See special instructions on
each auction page for removal details. A daily storage fee of $10.00 may be charged for any
item not removed within the 10 business days allowed and stated on the Buyer's Certificate.
Vehicle Titles. Seller will issue a title or certificate upon receipt of payment. Titles may be
subject to any restrictions as indicated in the item description on the website. Open titles cannot
be issued. Kerr County will not issue replacement titles.
Default. Default shall include (1) failure to observe these terms and conditions; (2) failure to
make good and timely payment; or (3) failure to remove all items within the specified time.
Default may result in termination of the contract and suspension from participation in all future
sales until the default has been cured. If the Buyer fails in the performance of their obligations,
Seller may exercise such rights and may pursue such remedies as are provided by law. Seller
reserves the riaht to reclaim and resell all items not removed by Buyer thirty (30) days from the
expiration of specified removal date.
Acceptance of Terms and Conditions. By submitting a bid, the bidder agrees that they have
read, fully understand and accept these Terms and Conditions of Online Sales, and agree to
pay for and remove the property, if the bid is accepted, by the dates and times specified. These
Terms and Conditions are displayed at the top of each page of each item listed on GovDeals.
State/Local Sales and/or Use Tax. Buyers may be subject to payment of State and/or local
sales and/or use tax. Buyers are responsible for contacting the appropriate tax office,
completing any forms, and paying any taxes that may be imposed.
Sales to Employees. Employees of Kerr County may bid on the property listed for auction, so
long as they do NOT bid while on duty.
GovDeals Sellers Agreement - VS - 0208
2
Copyright 2001, GovDeals, Inc.
~' ~
C~]COPY
GovDeals
Sellers Agreement
This Agreement is between GovDeals, Inc. ("GovDeals"), a Delaware corporation having its
principal place of business at 5907 Carmichael Place, Montgomery, Alabama, 36117 and Kerr
County Seized Funds ("Client"), having its principal place of business at 700 Main -Room 103
-Kerrville, Texas 78028.
1.0 Description of Services: GovDeals provides a means for sellers to list items for sale and
for potential buyers to bid upon these items via an Internet-based auction system. Although
GovDeals may provide software and applications to the Client to make the listing of items
easier, GovDeals is not a parry to the actual sale and has no control over the listed
information or the ability of the buyer and seller to complete the transaction.
2.0 GovDeals Responsibilities: In addition to the operation of an Internet auction server,
GovDeals will provide the Client with the following services during the term of the
Agreement:
2.1 Access to a web-based application ("GovDeals Auction Server") that will help the
Client maintain information about assets and submit them to auction. The GovDeals
Auction Server will:
2.1.1 Accept descriptive information concerning an asset;
2.1.2 Allow different auction phases based upon dates and times to be specified;
2.1.3 Permit the assignment of certain buyer restrictions during each auction phase;
and
2.1.4 Facilitate requests for credits regarding transactions that were not completed.
2.2 Training and support services to implement the GovDeals service, which will
include:
2.2.1 Familiarization with the nature and operation of the GovDeals Auction
Server;
2.2.2 Guidance in the initial entry of assets;
2.2.3 Procedures for taking and posting pictures of assets; and
2.2.4 Assistance in the development of an implementation plan and schedule.
At GovDeals option, training and support services will be provided either on-site or
via telephone and the Internet.
2.3 A customer support desk available via telephone or e-mail between the hours of 8:00
a.m. and 6:00 p.m., Eastern Time, Monday through Friday, except announced
holidays.
2.4 Marketing of the on-line auction service to promote use of the site by potential
buyers.
3.0 Client Responsibilities: To promote a successful operation and increase the benefits from
using GovDeals auction capabilities, the Client agrees to:
3.1 Provide on-site support and resources required to access the GovDeals Auction
Server via the Internet;
GovDeals Sellers Agreement - VS - 0208 Page 1
Copyright 2001, GovDeals, Inc.
r
3.2 Make sufficient personnel related to surplus property disposal available for training,
implementation, and initial data entry;
3.3 To the extent permitted by law, cooperate with marketing campaigns, including
providing a mailing list of prior auction customers, if available; and
3.4 Utilize GovDeals Auction Server and on-line auction capabilities during the term of
this Agreement by:
3.4.1 Listing assets for sale on the GovDeals auction service;
3.4.2 Completing sales transactions for assets sold via this service;
3.4.3 Not selling through some other means any item for which it has received a
~,~nnning bid via GovDeals for the specific purpose of avoiding the GovDeals
fee; and
3.4.4 Not engaging, directly or indirectly, in any activities intended to manipulate
or interfere with the bidding process.
4.0 Fees: For any item that is sold as a result of posting it to the GovDeals web site, the
following fees apply:
4.1 Where a single auction item does not yield greater than $100,000 in a winning bid,
Client agrees to pay GovDeals a fee of seven and one-half percent (7.5%) of the
winning bid, but not less than $5.00.
4.2 Where a single auction item yields greater than $100,000, but does not yield greater
than $500,000 in a winning bid, Client agrees to pay GovDeals a fee of seven and
one-half percent (7.5%) of the winning bid up to $100,000 plus five and one-half
percent (5.5%) of the winning bid that is in excess of $100,000 up to $500,000.
4.3 Where a single auction item yields greater than $500,000 in a winning bid, Client
agrees to pay GovDeals a fee of seven and one-half percent (7.5) of $100,000 of the
winning bid, plus a fee of five and one-half percent (5.5%) of $400,000 of the
wixming bid, plus a fee of three and one-half percent (3.5%) of the amount in excess
of $500,000 of the winning bid.
4.4 On occasion, and apart from initial training, Clients request GovDeals to supply on-
site assistance to quickly move large amounts of items that have accumulated over
a period of time. For this service, and upon mutual agreement between GovDeals and
the client, an additional fee will be charged over and above the normal fee schedule
shown in 4.1, 4.2 and 4.3 above. For this mutually agreed upon additional fee,
GovDeals will go to the Client's site and record asset descriptions, take pictures, load
assets to the auction site, and set auction dates. Assets must be arranged in such a
manner as to allow GovDeals personnel access to the assets for recording
descriptions and taking pictures. If assets are not arranged in the proper manner,
Client will provide personnel to assist the GovDeals representatives in arranging the
assets for proper presentation. In order to exercise this option, Client must request
and agree to the additional fee in writing. This fee does not apply to assets used in
the initial training and will not apply when the Client processes its own assets.
5.0 Payment:
GovDeals Sellers Agreement- VS - 0208 Page 2
Copyright 2001, GovDeals, Inc.
5.1 GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit
payment to GovDeals within thirty (30) calendar days, unless an applicable prompt
payment act or similar legislation specifies a different time period.
5.2 Client shall promptly, but not more than sixty (60) calendar days after the sale date,
notify GovDeals of any transaction that was not consummated. The fees for said
transaction shall be credited to the Client during the next invoice period.
6.0 Term of Agreement: This Agreement shall commence on the date it is signed by the
second parry to do so and will continue for a period of twelve months unless otherwise
terminated upon sixty days written notice by either party. This Agreement shall be
automatically extended for additional one-year periods, unless either party notifies the
other in writing of its intent not to renew at least sixty days prior to the anniversary date.
Either party may request a re-negotiation of the terms hereof during a period sixty days
prior to the anniversary date of this Agreement. Any charges owed either party prior to
terminating the agreement will remain payable.
7.0 Right to Sell and Content: Client will only post items to the GovDeals auction site that
the Client has the legal right to sell or dispose of to qualified buyers. Any information
posted will be accurate to the best of Client's ability and not contain anything of a
pornographic or objectionable nature. Client agrees to only use links to digital pictures of
associated assets as provided for in the GovDeals software, and will not create links to any
other site, text or other information without the written consent of GovDeals.
8.0 Online Sales -Terms and Conditions: Attached hereto are model Online Sales -Terms
and Conditions for use by client. At any time during the term of this Agreement, Client
may modify the Terms and Conditions. Said substitution modification must be submitted
to GovDeals in writing for posting to the GovDeals auction site. The Terms and
Conditions posted to the GovDeals auction site shall not modify, amend or affect the
provisions of this Agreement.
9.0 Information and Security:
9.1 Client agrees that GovDeals is not responsible for the accuracy of information
provided to it by seller(s) and/or buyer(s). GovDeals will use reasonable efforts to
protect information that is on its web site from inappropriate use and loss.
9.2 Client grants GovDeals anon-exclusive, non-transferable, irrevocable, and royalty-
free right to exercise any copyright or publicity rights Client may have in the
information it posts to the GovDeals server(s). GovDeals agrees to use this
information only for its intended purpose in support of this Agreement.
10.0 Interference: Client will not use any programs, routines, or applications in connection
with GovDeals that will interfere with the operation of the software or site. Specifically,
the Client will only communicate with the GovDeals Auction Server by using software and
applications that GovDeals provides or specifically approves in writing.
GovDeals Sellers Agreement - VS - 0208 Page 3
Copyright 2001, GovDeals, Inc.
11.0 Proprietary Intellectual Property Exclusivity and Confidential: The proprietary
Internet-based auction system, environment, and components (collectively, the "System")
provided by GovDeals under this Agreement are, and will remain, the exclusive property
of GovDeals. GovDeals retains and reserves all rights to the proprietary intellectual
property, including, but not limited to, all copyrights and trademarks of and to the System.
GovDeals is providing the Client hereunder with a license for said System solely for its
own use.
Client may not subcontract, sell, lease, transfer, assign or otherwise share said System with
any third parry. Client acknowledges that the System constitutes the proprietary and
confidential property of GovDeals and agrees not to directly or indirectly use, employ,
divulge, disclose, transfer, or communicate to any person, firm, corporation or other entity,
in any manner whatsoever, any of the System or documentation/information provided by
GovDeals. In the event of termination of this Agreement, Client shall promptly return to
GovDeals or at the option of GovDeals destroy, all documentation/information regarding
the System.
12.0 Warranty Disclaimer: GovDeals does not warrant error-free or uninterrupted use of the
GovDeals service. The GovDeals web sites, services, software and applications are
provided without warranty, express or implied, including, but not limited to, any implied
warranties for merchantability or fitness for a particular purpose. GovDeals, its directors,
officers, employees, agents and/or affiliates shall not be liable for any loss of profit and/or
any direct, indirect, special, incidental or consequential damages resulting from the services
offered herein.
13.0 Governance: This Agreement will be governed, interpreted, construed and enforced in
accordance with the laws of the State of Texas.
14.0 Counterparts: This Agreement maybe executed in two or more counterparts, each of
which after execution and delivery shall be deemed an original, but all of which shall
constitute one and the same instrument.
15.0 Non-Exclusive En~a~ement: This Agreement is not exclusive. The Client may utilize
other disposal approaches, including traditional auctioneer services and sealed bids in
addition to GovDeals services. However, it is understood and agreed that the Client will not
simultaneously utilize other disposal approaches and GovDeals for a particular asset while
that asset is listed on a GovDeals auction.
16.0 Entire Agreement: This Agreement represents the entire understanding between the parties
with respect to its subject matter.
17.OPromotional Reimbursement: Client acknowledges that GovDeals will pay Texas
Association of School Boards, Inc. (TASB) a promotional reimbursement for each sale made
through GovDeals.
Page 4
GovDeals Sellers Agreement - VS - 0208
Copyright 2001, GovDeals, Inc.
18.ONo bidding by GovDeals or TASB: Neither GovDeals nor TASB will bid on items listed
on the GovDeals website.
Page 5
GovDeals Sellers Agreement - V 5 - 0208
Copyright 2001, GovDeals, Inc.
GovDeals
Sellers Agreement
Online Sales -Terms and Conditions
Kerr County
SEIZED FUNDS
Kerrville, Texas
Online Sales -Terms and Conditions
All bidders and other participants of this auction agree that thev have read and fully
understand these terms and agree to be bound there
Guaranty Waiver. All property is offered for sale "AS IS, WHERE IS.° Kerr County (Seller)
makes no warranty, guaranty or representation of any kind, expressed or implied, as to the
merchantability or fitness for any purpose of the property offered for sale. The Buyer is not
entitled to any payment for loss of profit or any other money damages -special, direct, indirect,
or consequential.
Description Warranty. Seller warrants to the Buyer that the property offered for sale will
conform to its description. Any claim for misdescription must be made prior to removal of the
property. If Seller confirms that the property does not conform to the description, Seller will
keep the property and refund any money paid. The liability of Kerr County shall not exceed the
actual purchase price of the property. Please note that upon removal of the property, all sales
are final.
Personal and property risk. Persons attending during exhibition, sale or removal of goods
assume all risks of damage of or loss to person and property and specifically release the seller
and GovDeals from liability therefore.
Inspection. Most items offered for sale are used and may contain defects not immediately
detectable. Bidders may inspect the property prior to bidding. Bidders must adhere to the
inspection dates and times indicated in the item description. See special instructions on each
auction page for inspection details.
Consideration of Bid. Kerr County reserves the right to reject any and all bids and to withdraw
from sale any of the items listed.
Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from
GovDeals.
Payment. Payment in full is due not later than 5 business days from the time and date of the
Buyer's Certificate. Acceptable forms of payment are:
1
GovDeals Sellers Agreement - VS - 0208
Copyright 2001, GovDeals, Inc.
• U. S. Currency
Certified Cashiers Check
• Money Order
• Company Check (with Bank Letter guaranteeing funds -mandatory)
Checks shall be made payable to: Kerr County. Payments shall be made at the location listed
in the Buyer's Certificate.
Escrow Payment. When the purchase price (of a single item or the aggregate purchase price
of multiple items) totals $5,000 or greater, the Seller ma require a down payment from the
winning Buyer. This non refundable fee will be 20% of the total purchase price. When the
Seller exercises this option, the Bu er will have 48-hours from the time of issuance of the
Buyers Certificate to comply with this requirement. if Buyer fails to comply with this
requirement within the stated time frame, the Seller can declare Buyer in default, bar them from
further bidding and have them removed from the GovDeals system. If Buyer is in default, Seller
may negotiate with next closest bidder, re-list at another auction and/or pursue all legal
proceedings. All monies collected in escrow, will be deducted from total monies due at time of
final payment.
Removal. All items must be removed within 10 business days from the time and date of
issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as
specified. Successful bidders are responsible for loading and removal and any and all property
awarded to them from the.place where the property is located as indicated on the website and in
the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary,
including packing, loading and transportation of the property. Under no circumstances will Kerr
County assume responsibility: for packing, loading or shipping. See special instructions on
each auction p ed with n the 10 bus'ness days a lowed and stated o0n the Buyer'srCertificate y
item not remo
Vehicle Titles. Seller will issue a title or certificate upon receipt of payment. Titles may be
subject to any restrictions as indicated in the item description on the website. Open titles cannot
be issued. Kerr County will not issue replacement titles.
Default. Default shall include (1) failure to observe these terms and conditions; (2) failure to
make good and timely payment; or (3) failure to remove all items within the specified time.
Default may result in termination of the contract and suspension from participation in all future
sales until the default has been cured. If the Buyer fails in the performance. of their obligations,
Seller may exercise. such rights and may pursue such remedies as are provided by law. Setter
reserves the right to reclaim and resell all items not removed by Buyer thirty (30) days from the
expiration of specified removal date.
Acceptance of Terms and Conditions. By submitting a bid, the bidder agrees that they have
read, fully understand and accept these Terms and Conditions of Online Sales, and agree to
pay for and remove the property, if the bid is accepted, by the dates and times specified. These
Terms and Conditions are dis la ed at the to of each a e of each item listed on GovDeals.
State/Local Sales and/or Use Tax. Buyers may be subject to payment of State and/or local
sales and/or use tax. Buyers are responsible for contacting the appropriate tax office,
completing any forms, and paying any taxes that may be imposed.
.2
GovDeaLs SeIlers Agreement - VS - 0208
Copyright 2001, GovDeaLs, Inc.
Sales to Employees. Employees of Kerr County may bid on the properly listed for auction, so
long as they do NOT bid while on duty.
GovDeaLs Sellers Agreement- VS - 0208 ~ 3
Copyright 2001, GovDeais, Inc.
THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO.
GovDeals•
By:
Kerr County:
By.
Name: Robert L. DeBardelaben
Title: President
Date:
Sellers Agreement Mailing
Address and Contact
Name: Nettie Carter
Title: Sales Support Assistant
5907 Carmichael Place
Montgomery, AL 36117
Telephone Number: (334) 387-0516
Fax Number: (334) 387-0519
e-mail: ncarter~a ~ovdeals.com
Primary Contact Person:
(Contract development)
Name: James Oakley
Title: Sales Representative Texas Region
Telephone Number: (512) 560-6240
Fax Number: (334) 387-0519
e-mail: joakleyna ~ovdeals.com
Name: Pat Tinley
Title: Count~ud~e
Date: ~~
Primary Contact Person:
Name: Paula Hargis
Title: County Auditor
Telephone Number: (830) 792-2237
Fax Number: (830) 792-2238
e-mail: ihar~isna co.kerr.tx.us
GovDeals Sellers Agreement - VS - 0208 Page 6
Copyright 2001, GovDeals, Inc.
Q~CUFY
Gov®eals
Sellers Agreement
This Agreement is between GovDeals, Inc. ("GovDeals"), a Delaware corporation having its
principal place of business at 5907 Carmichael Place, Montgomery, Alabama, 36117 and Kerr
County ("Client"), having its principal place of business at 700 Main -Room 103 -Kerrville,
Texas 78028.
1.0 Description of Services: GovDeals provides a means for sellers to list items for sale and
for potential buyers to bid upon these items via an Internet-based auction system. Although
GovDeals may provide software and applications to the Client to make the listing of items
easier, GovDeals is not a parry to the actual sale and has no control over the listed
information or the ability of the buyer and seller to complete the transaction.
2.0 GovDeals Responsibilities: In addition to the operation of an Internet auction server,
GovDeals will provide the Client with the following services during the term of the
Agreement:
2.1 Access to a web-based application ("GovDeals Auction Server") that will help the
Client maintain information about assets and submit them to auction. The GovDeals
Auction Server will:
2.1.1 Accept descriptive information concerning an asset;
2.1.2 Allow different auction phases based upon dates and times to be specified;
2.1.3 Permit the assignment of certain buyer restrictions during each auction phase;
and
2.1.4 Facilitate requests for credits regarding transactions that were not completed.
2.2 Training and support services to implement the GovDeals service, which will
include:
2.2.1 Familiarization with the nature and operation of the GovDeals Auction
Server;
2.2.2 Guidance in the initial entry of assets;
2.2.3 Procedures for taking and posting pictures of assets; and
2.2.4 Assistance in the development of an implementation plan and schedule.
At GovDeals option, training and support services will be provided either on-site or
via telephone and the Internet.
2.3 A customer support desk available via telephone or e-mail between the hours of 8:00
a.m. and 6:00 p.m., Eastern Time, Monday through Friday, except announced
holidays.
2:4 Marketing of the on-line auction service to promote use of the site by potential
buyers.
3.0 Client Responsibilities: To promote a successful operation and increase the benefits from
using GovDeals auction capabilities, the Client agrees to:
GovDeals Sellers Agreement - VS - 0208 Page 1
Copyright 2001, GovDeals, Inc.
3.1 Provide on-site support and resources required to access the GovDeals Auction
Server via the Internet;
3.2 Make sufficient personnel related to surplus property disposal available for training,
implementation, and initial data entry;
3.3 To the extent permitted by law, cooperate with marketing campaigns, including
providing a mailing list of prior auction customers, if available; and
3.4 Utilize GovDeals Auction Server and on-line auction capabilities during the term of
this Agreement by:
3.4.1 Listing assets for sale on the GovDeals auction service;
3.4.2 Completing sales transactions for assets sold via this service;
3.4.3 Not selling through some other means any item for which it has received a
winning bid via GovDeals for the specific purpose of avoiding the GovDeals
fee; and
3.4.4 Not engaging, directly or indirectly, in any activities intended to manipulate
or interfere with the bidding process.
4.0 Fees: For any item that is sold as a result of posting it to the GovDeals web site, the
following fees apply:
4.1 Where a single auction item does not yield greater than $100,000 in a winning bid,
Client agrees to pay GovDeals a fee of seven and one-half percent (7.5%) of the
winning bid, but not less than $5.00.
4.2 Where a single auction item yields greater than $100,000, but does not yield greater
than $500,000 in a winning bid, Client agrees to pay GovDeals a fee of seven and
one-half percent (7.5%) of the winning bid up to $100,000 plus five and one-half
percent (5.5%) of the winning bid that is in excess of $100,000 up to $500,000.
4.3 Where a single auction item yields greater than $500,000 in a winning bid, Client
agrees to pay GovDeals a fee of seven and one-half percent (7.5) of $100,000 of the
winning bid, plus a fee of five and one-half percent (5.5%) of $400,000 of the
winning bid, plus a fee of three and one-half percent (3.5%) of the amount in excess
of $500,000 of the ~~~ ' n; g bid.
4.4 On occasion, and apart from initial training, Clients request GovDeals to supply on-
site assistance to quickly move large amounts of items that have accumulated over
a period of time. For this service, and upon mutual agreement between GovDeals and
the client, an additional fee will be charged over and above the normal fee schedule
shown in 4.1, 4.2 and 4.3 above. For this mutually agreed upon additional fee,
GovDeals will go to the Client's site and record asset descriptions, take pictures, load
assets to the auction site, and set auction dates. Assets must be arranged in such a
manner as to allow GovDeals personnel access to the assets for recording
descriptions and taking pictures. Lf assets are not arranged in the proper manner,
Client will provide personnel to assist the GovDeals representatives in arranging the
assets for proper presentation. In order to exercise this option, Client must request
and agree to the additional fee in writing. This fee does not apply to assets used in
the initial training and will not apply when the Client processes its own assets.
GovDeals Sellers Agreement - V 5 - 0208 Page 2
Copyright 2001, GovDeals, Inc.
5.0 Payment:
5.1 GovDeals will invoice Client for fees on a periodic basis. Client agrees to remit
payment to GovDeals within thirty (30) calendar days, unless an applicable prompt
payment act or similar legislation specifies a different time period.
5.2 Client shall promptly, but not more than sixty (60) calendar days after the sale date,
notify GovDeals of any transaction that was not consummated. The fees for said
transaction shall be credited to the Client during the next invoice period.
6.0 Term of Agreement: This Agreement shall commence on the date it is signed by the
second party to do so and will continue for a period of twelve months unless otherwise
terminated upon sixty days written notice by either party. This Agreement shall be
automatically extended for additional one-year periods, unless either party notifies the
other in writing of its intent not to renew at least sixty days prior to the anniversary date.
Either party may request a re-negotiation of the terms hereof during a period sixty days
prior to the anniversary date of this Agreement. Any charges owed either parry prior to
terminating the agreement will remain payable.
7.0 Ri6ht to Sell and Content: Client will only post items to the GovDeals auction site that
the Client has the legal right to sell or dispose of to qualified buyers. Any information
posted will be accurate to the best of Client's ability and not contain anything of a
pornographic or objectionable nature. Client agrees to only use links to digital pictures of
associated assets as provided for in the GovDeals software, and will not create links to any
other site, text or other information without the written consent of GovDeals.
S.0 Online Sales -Terms and Conditions: Attached hereto are model Online Sales -Terms
and Conditions for use by client. At any time during the term of this Agreement, Client
may modify the Terms and Conditions. Said substitution modification must be submitted
to GovDeals in writing for posting to the GovDeals auction site. The Terms and
Conditions posted to the GovDeals auction site shall not modify, amend or affect the
provisions of this Agreement.
9.0 Information and Security:
9.1 Client agrees that GovDeals is not responsible for the accuracy of information
provided to it by seller(s) and/or buyer(s). GovDeals will use reasonable efforts to
protect information that is on its web site from inappropriate use and loss.
9.2 Client grants GovDeals anon-exclusive, non-transferable, irrevocable, and royalty-
free right to exercise any copyright or publicity rights Client may have in the
information it posts to the GovDeals server(s). GovDeals agrees to use this
information only for its intended purpose in support of this Agreement.
10.0 Interference: Client will not use any programs, routines, or applications in connection
with GovDeals that will interfere with the operation of the software or site. Specifically,
the Client will only communicate with the GovDeals Auction Server by using software and
applications that GovDeals provides or specifically approves in writing.
GovDeals Sellers Agreement - V 5 - 0208 Page 3
Copyright 2001, GovDeals, Inc.
11.0 Proprietary Intellectual Property Exclusivity and Confidentiali :The proprietary
Internet-based auction system, environment, and components (collectrvely, the "System")
provided by GovDeals under this Agreement are, and will remain, the exclusive property
of GovDeals. GovDeals retains and reserves all rights to the proprietary intellectual
property, including, but not limited to, all copyrights and trademarks of and to the System.
GovDeals is providing the Client hereunder with a license for said System solely for its
own use.
Client may not subcontract, sell, lease, transfer, assign or otherwise share said System with
any third party. Client acknowledges that the System constitutes the proprietary and
confidential property of GovDeals and agrees not to directly or indirectly use, employ,
divulge, disclose, transfer, or communicate to any person, firm, corporation or other entity,
in any manner whatsoever, any of the System or documentation/information provided by
GovDeals. In the event of termination of this Agreement, Client shall promptly return to
GovDeals or at the option of GovDeals destroy, all documentation/information regarding
the System.
12.0 Warranty Disclaimer: GovDeals does not warrant error-free or uninterrupted use of the
GovDeals service. The GovDeals web sites, services, software and applications are
provided without warranty, express or implied, including, but not limited to, any implied
warranties for merchantability or fitness for a particular purpose. GovDeals, its directors,
officers, employees, agents and/do nor consequential damagesesulting frompthe sernvices
any direct, md~rect, special, mci q
offered herein.
13.0 Governance: This Agreement will be governed, interpreted, construed and enforced in
accordance with the laws of the State of Texas.
14.0 Counterparts: This Agreement may be executed in two or more counterparts, each of
which after execution and delivery shall be deemed an original, but all of which shall
constitute one and the same instrument.
15.0 Non-Exclusive Engagement: This Agreement is not exclusive. The Client may utilize
other disposal approaches, including traditional auctioneer services and sealed bids in
addition to GovDeals services. However, it is understood and agreed that the Client will not
simultaneously utilize other disposal approaches and GovDeals for a particular asset while
that asset is listed on a GovDeals auction.
16.0 Entire Agreement: This Agreement represents the entire understanding between the parties
with respect to its subject matter.
17.OPromotional Reimbursement: Client acknowledges that GovDeals will pay Texas
Association of School Boards, Inc. (TASB) a promotional reimbursement for each sale made
through GovDeals.
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18.ONo bidding by GovDeals or TASB: Neither GovDeals nor TASB will bid on items listed
on the GovDeals website.
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GovDeals
Sellers Agreement
Online Sales -Terms and Conditions
Kerr County
Kerrville, Texas
Online Sales -Terms and Conditions
All bidders and other participants of this auction aaree that they have read and fully
understand these terms and agree to be bound thereby.
Guaranty Waiver. All property is offered for sale SAS IS, WHERE IS." Kerr County (Seller)
makes no warranty, guaranty or representation of any kind, expressed or implied, as to the
merchantability or fitne or°o snof proft oe any other money damages Sspecialhdirect endirect,
entitled to any payment p
or consequential.
Description Warranty. Seller warrants to the Buyer that the property offered for sale will
conform to its description. Any claim for misdescription must be made prior to removal of the
property. If Seller confirms that the property does not conform to the description, Seller will
keep the property and refund any money paid. The liability of Kerr County shall not exceed the
actual purchase price of the property. Please note that upon removal of the property, all sales
are final.
Personal and property risk. Persons attending during exhibition, sale or removal of goods
assume all risks of damage of or loss to person and property and specifically release the seller
and GovDeals from liability therefore.
Inspection. Most items offered for sale are used and may contain defects not immediately
detectable. Bidders may inspect the property prior to bidding. Bidders must adhere to the
inspection dates and times indicated in the item description. See special instructions on each
auction page for inspection details.
Consideration of Bid. Kerr County reserves the right to reject any and all bids and to withdraw
from sale any of the items fisted.
Buyer's Certificate. Successful bidders will receive a Buyer's Certificate by email from
GovDeals.
Payment. Payment in full is due not later than 5 business days from the time and date of the
Buyer's Certificate. Acceptable forms of payment are:
• U. S. Currency
• Certified Cashiers Check
• Money Order ~
GovDeals Sellers Agreement - V 5 - 0208
Copyright 2001, GovDeals, Inc.
• U. S. Currency
• Certified Cashiers Check
• Money Order
. Company Check (with Bank Letter guaranteeing funds -mandatory)
Checks shall be made payable to: Kerr County. Payments shall be made at the location listed
in the Buyer's Certificate.
Escrow Payment. When the purchase price (of a single item or the aggregate purchase price
of multiple items) totals $5,000 or greater, the Seller ma require a down payment from the
winning Buyer. This non-refundable fee will be 20% of the total purchase price. When the
Seller exercises this option, the Bu er will have 48-hours from the time of issuance of the
Buyers Certificate to comply with this reauirement. If Buyer fails to comply with this
requirement within the stated time frame, the Seller can declare Buyer in default, bar them from
further bidding and have them removed from the GovDeals system. If Buyer is in default, Seller
may negotiate with next closest bidder, re-list at another auction and/or pursue all legal
proceedings. All monies collected in escrow, will be deducted from total monies due at time of
final payment.
Removal. All items must be removed within 10 business days from the time and date of
issuance of the Buyer's Certificate. Purchases will be released only upon receipt of payment as
specified. Successful bidders are responsible for loading and removal and any and all property
awarded to them from the place where the property is located as indicated on the website and in
the Buyer's Certificate. The Buyer will make all arrangements and perform all work necessary,
including packing, loading and transportation of the property. Under no circumstances will Kerr
County assume responsibility for packing, loading or shipping. See special instructions on
each auctionoved within the 10 butslness days allowed and stated o0n the Buyer'srCert'fcatey
item not rem
Vehicle Titles. Seller will issue a title or certificate upon receipt of payment. Titles may be
subject to any restrictions as indicated in the item description on the website. Open titles cannot
be issued. Kerr County will not issue replacement titles.
Default Default shall include (1) failure to observe these terms and conditions; (2) failure to
make good and timely payment; or (3) failure to remove all items within the specified time.
Default may result in termination of the contract and suspension from participation in all future
sales until the default has been cured. If the Buyer fails in the performance of their obligations,
Seller may exercise sucaimgand se a Ilptems not removed'b Buaer thi vid30 bda s fromethe
reserves the rieht t• re
expiration of specified removal date.
Acceptance of Terms and Conditions. By submitting a bid, the bidder agrees that they have
read, fully understand and accept these Terms and Conditions of Online Sales, and agree to
pay for and remove the property, if the bid is accepted, by the dates and times specified. These
Terms and Conditions are dis la ed at the to of each a e of each item listed on GovDeals.
State/Local Sales and/or Use Tax. Buyers may be subject tog ayment ofoS~aa{eataxoofficei
sales and/or use tax. Buyers are responsible for contactin the app p
completing any forms, and paying any taxes that may be imposed.
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GovDeals Sellers Agreement - V 5 - 0208
Copyright 2001, GovDeals, Inc.
Sales to Employees. Employees of Kerr County may bid on the property listed for auction, so
long as they do NOT bid while on duty.
GovDeals Sellers Agreement - VS - 0208 3
Copyright 2001, GovDeals, Inc.
THE ABOVE AGREEMENT IS ACCEPTED AND AGREED TO.
Gov_
By:
Name: Robert L. DeBardelaben
Title: President
Date:
Sellers Agreement Mailing
Address and Contact
Name: Nettie Carter
Title: Sales Support Assistant
5907 Carmichael Place
Montgomery, AL 36117
Telephone Number: (334) 387-0516
Fax Number: (334) 387-0519
e-mail: ncarter ~¢ovdeals.com
Primary Contact Person:
(Contract development)
Name: James Oakley
Title: Sales Representative Texas Region
Telephone Number: (512) 560-6240
Fax Number: (334) 387-0519
e-mail: ioakleyna ~ovdeals.com
Kerr County'
B
Name: Pat Tinley -
Title: County Judge -
Date: ~ V ?'`~
Primary Contact Person:
Name: Paula Hargis
Title: County Auditor
Telephone Number: (830) 792-2237
Fax Number: (830) 792-2238
e-mail: ihar~is(a~co.kerr.tx.us
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