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Contract - General Auction Company - 2004-11-18 1529 AUCTION AGREEMENT GENERAL AUCTION COMPANY 7015 Knott Avenue Buena Park CA 90620 (714) 670-8510 GENERAL AUCTION COMPANY (hereinafter 'GAC") and undersigned (hereinafter 'SELLER") agree as follows: 1 AGENCY. SELLER hereby appoints GAC as its agent to conduct a public auction of the personal property as described herein GAC shall be an independent contractor. SELLER authorizes and confers upon GAC the power to take all actions on SELLERS behalf necessary to complete the auction, including but not limited to publication and recordation of a 'Notice to Creditors of Bulk Sale by Auction in compliance with the Bulk Sales law, giving any other notice or filing any documents that may be required by law, accepting cash or checks on behalf of SELLER as registered and/or legal owner of any motor vehicle sold to effect a transfer, and satisfying or comprising secured parties who hold or assert a lien in any property sold at auction. SELLER hereby agrees to sell the property to the highest bidder, with no minimum, reservation, buy-backs, or persons bidding for SELLER. 2. PROPER-1i The property is generally described as cars,trucks, vans, trailers, motor homes, camper vehicles of any kind, make or model, equipment, machinery, tools, ports and/or miscellaneous items used, manufactured or distributed by any industry, business, entity or agency. 4.46% Commission applies to the following: cars,trucks, vans, motor homes, boats andlor camper vehicles 17 46% Commission applies to personal property office equipment, furniture, construction equipment,trailers and/or mist items SMOG $55.00 &SAFETY$70.004125.00 (IF NEEDED); $45 PROCESSING FEE. At the option of GAC, vehicles may not be offered at auction unless the Certificate of Ownership and all other documents necessary to effect a transfer of title of motor vehicles,trailers and towable forklifts are submitted to GAC at least five (5) days prior to the sale. The SELLER agrees to pay advertising and all other costs as provided below on any property withdrawn from the sale as a result of the failure of the SELLER to submit the required title documents. GAC reserves the right to add other personal property not owned by SELLER to the auction inventory. 3.TIME AND PLACE. GAC shall use GENERAL AUCTION COMPANY'S yard located at 70 5 icNOTT AVE BNFNA PARK California, as the auction site. None of the property may be sold before the auction without the written consent of both parties, in which case the sale proceeds shall be treated as part of the gross proceeds of the auction. GENERAL AUCTION COMPANY will accept items on a continuing basis to be included in the next available and regularly scheduled auction subject to GENERAL AUCTION COMPANY'S discretion to change such date. In the event of SELLER'S breach of this Agreement, SELLER agrees to pay the commission provided below based on current market value of said property plus all of GAC's out of pocket costs. 4 COMMISSIQN&AND_FXPFNSFS. GAC shall receive as commission (SEE ITEM #2 ABOVETf gross sale proceeds. GAC makes no representations or warranties as to the amount that the property (or a particular item thereof) will sell for. GAC shall be reimbursed by SELLER the cost of a title search if one is deemed necessary by GAC. In the event GAC satisfies or takes an assignment of the interest of secured parties, all amounts paid to the secured parties in satisfaction of the secured interest or for an assignment of the interest to GAC shall be deemed to be advances by GAC, which advances, shall be deducted by GAC out of the sales proceeds of SELLER after payment of commissions and expenses The terms and conditions on the reverse side TRANSPORTATION(D- $40 (PER UNIT) of this agreement must be read carefully. TRANSPORTATION @ $ (PER LOAD) rz_ r DETAILING @. $40 (PER UNIT) AGENCY: COSTA MESA S*FctIr?IkTIC4'4 PAINTING @• (PER UNIT) CONTACT NAME SHERRY KALLAB OTHER. $ ADDRESS 628 W 19TH STREET APPROVEle �ir � y—� CITY COSTA MESA STATE: CA ZIP 92627 DATE: 11/18/2004 PHONE (949) 645-8400 / (949) 650-2253 (/J& C� . 1-l /9Qc GAC BOND # 1007186 SIGNATURE el 5. REPRESENTATIONS_AND.WARRANTIES OE SELLER. SELLER represents and warrants as follows: A. The property, and each item thereof, has no defects. B Each item of property is free of hens, charges or encumbrances. C. The property is covered by insurance against normally insurable risks and such insurance shall be maintained by SELLER until delivery of the property to a purchaser(s) GAC shall be named as an additional insured under such policies. D. SELLER has no business name or address other than the name and address specified in this Agreement. 6. INDEMNITY, SELLER hereby agrees to indemnify, defend and hold GAC harmless from any and all losses, liabilities, claims, demands, causes of action, lawsuits or expenses (including GAC's actual attorney fees) which arise against or are incurred by GAC due to any of the representations or warranties of SELLER in this Agreement which are alleged to be false or because of any breach by SELLER of any of the terms of this Agreement. SELLER agrees that this indemnity shall cover any and all losses of GAC arising out of or in connection with death or injury to person or property damage caused in whole or in port by defects in the condition af the property. 7 SECURITY INTEREST SELLER hereby gives GAC a security interest in the property including any insurance proceeds and in the sale proceeds in order to secure any and all advances which may be mode to or on behalf of the SELLER by GAC, and to secure any and all other obligations that SELLER owes GAC. GAC shall have all the rights of a secured creditor under the Uniform Commercial Code and SELLER agrees to execute a financing statement enabling GAC to perfect this security interest 8. GENERAL PROVLSIONS A. Within fifteen (15) working days after the auction date and after the receipt of a signed Confirmation of Consignment, GAC shall present a full accounting of the sales proceeds and expenses to SELLER. With such accounting, GAC shall present SELLER with a check for all monies due from such auction less any funds delayed by legal proceedings or inability of GAC, through no fault of its own, to notify DMV of Transfer of Ownership (form 138), or to comply with the Uniform Commercial Code or other laws GAC reserves the right to eliminate from the settlement any property for which payment has not been made, and SELLER agrees to accept responsibility for reclaiming same wherever located. B. Should GAC deem it necessary to retain legal counsel for any matter related to the auction or this Agreement, GAC shall be entitled to reimbursement from SELLER for each expense. In the event any dispute arises out of this Agreement, the prevailing party shall be entitled to reasonable attorney s fees from the other party C. Both parties waive all claims for damage to the property of each party resulting from the negligence of the other party where such damages would normally be covered by fire, extended coverage, or other insurance. This waiver does not apply to willful acts of either party. D. GAC is authorized to satisfy or take assignment of the interest or liens of secured parties, but nothing herein shall obligate GAC to acquire the interest of a secured party, unless GAC elects to do so in its sole and absolute discretion.