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HomeMy WebLinkAboutItem 12 Approval for the Consignment of Used Sanitation Trucks t I ocoee florida AGENDA ITEM COVER SHEET Meeting Date. June 2, 2020 Item # Revieweewe d By Contact Name: Stephen C Krug Department Director. Contact Number. 6002 City Manager: • Subject: Consignment of Used Sanitation Trucks. Background Summary: The Commission declared certain Sanitation vehicles surplus at the March 17, 2020 meeting. In order to maximize the value of the surplus vehicles, Public Works requested the ability to utilize additional resources specializing in solid waste industry trucks along with the original suppliers for the sale of the vehicles. Wastebuilt Environmental Solutions has approached the City to consign four (4) of the vehicles which were originally purchased through them. With the economy as it is, trucks are in demand and Public Works has determined the vendor can market the trucks better than through an open bid. Industry contacts have verified the pricing is the best value we can expect for these particular trucks which will be refurbished by the vendor before final sale The consignment prices are listed below with a five percent (5%) fee paid to the vendor upon sale 1. $120,000 Used ASL - VIN 1M2AU04C8GM010269 - 2016 MACK/LABRIE, Fleet# 1124 2. $120,000 Used ASL -VIN 1 M2AU04C8GM010268 - 2016 MACK/LABRIE, Fleet # 1125 3. $135,000 Used ASL -VIN 1 M2LR06C4JM003378 - 2017 MACK/LABRIE, Fleet# 1163 4. $145,000 Used ASL -VIN 1 M2LR06C7JM003567 - 2018 MACK/LABRIE, Fleet# 1195 Public Works recommends Commission approval to enter into a consignment agreement with Wastebuilt Environmental Solutions for the sale of said vehicles. Issue: Request Commission approval to consign certain vehicles in the Sanitation Division. Recommendations: Recommend the City Commission approve the consignment of certain surplus Sanitation vehicles to sell with Wastebuilt Environmental Solutions, of Pompano Beach, Florida, and for the Mayor, City Manager and staff to execute said agreements Attachments: Consignment Agreement Financial Impact: City expenses would be administrative plus fees per the consignment agreement. Sale proceeds will be deposited back into the Sanitation Division funds Type of Item: (please mark with an 'x") Public Hearing For Clerk's Dept Use' Ordinance First Reading X Consent Agenda Ordinance Second Reading Public Hearing Resolution Regular Agenda X Commission Approval Discussion&Direction X Original Document/Contract Attached for Execution by City Clerk Original Document/Contract Held by Department for Execution Reviewed by City Attorney N Reviewed by Finance Dept. p9V ,t%- N Reviewed by ( ) N CONSIGNMENT AGREEMENT This CONSIGNMENT AGREEMENT (the "Agreement") is entered into this day of ,2020,by and between the following parties: THE CONSIGNEE: THE CONSIGNOR: Name(s): The City of Ocoee,a Florida municipal corporation Address: 150 N.Lakeshore Ocoee,Florida 34764 Attn:City Manager WHEREAS, Consignor desires to consign to Consignee, and Consignee desires to accept for consignment, the following motor vehicle(the"Consigned Vehicle"): Year Make Model Vehicle Identification Number Odometer Reading In consideration of the mutual agreements,covenants and promises hereinafter contained,the parties hereto agree as follows: 1. CONSIGNED GOODS TO BE CONSIGNED. 1.1 Consignor hereby agrees to consign the Consigned Vehicle to Consignee, on an exclusive basis, for marketing,exchange and/or sale by Consignee. 2. DELIVERY OF CONSIGNED GOODS AND RECORDS 2.1 Consignor will deliver the Consigned Vehicle to the Consignee at the following delivery location: (the"Delivery Location"). 2.2 Consignor represents and warrants to the Consignee that except as set forth in Section 2.3 below: (i)Consignor holds good, valid and marketable title to the Consigned Vehicle, free and clear of all title defects or objections, liens, restrictions, claims, charges, security interests, or other encumbrances of any nature whatsoever, including any mortgages, leases, chattel mortgages,conditional sales contracts,collateral security arrangements and other title or interest retention arrangements,(ii)the Consigned Vehicle is adequate and appropriate for the uses to which it is being put, and is in good operating condition, (iii) there has not been any loss, damage or destruction to, or any interruption in the use of, the Consigned Vehicle, and (iv) the Consigned Vehicle is not currently damaged, and has never sustained damages, in excess of 80%of its retail value. 2.3 Consignor represents and warrants that the following are the sole exceptions to the representations contained in Section 2.2 above with respect to the Consigned Vehicle: None,vehicles are delivered to Consignee and are sold in an"as is""where is"condition. (List all liens, defects, damages, etc. to the Consigned Vehicle. Write `NONE"if none.) 3. CONSIGNMENT FEE 1 3 I IlConsignee sells the Consigned Vehicle during the Term of this Agreement,then Consignor shall pay to the Consignee an amount(the"Consignment Fee")equal to five percent(53e)of the sales price per vehicle Any additional costs to be paid by Consignor to Consignee shall he agreed to herein or in a separate written agreement, signed by both parties The Consignment Fee shall be paid in the form of check or electronic funds transfer to the Consignor. 11 Consignee shall haw the sale and complete discretion to determine the ultimate sales price of the Consigned Vehicle to a third party purchaser, provided that such amount shall not be less than the Consignment Fee. In the event that Consignee receives an offer fiom a purchaser to purchase the Consigned Vehicle for an amount that is less than the Consignment Fee, the Consignee shall notify Consignor of such fact, and Consignee and Consignor shall mutually agree in writing upon accepting such offer 3.3 TO THE EXTENT THAT THE CONSIGNED VEHICLE IS SUBJECT TO ANY LIENS OR ENCUMBRANCES, THE CONSIGNOR HEREBY REPRESENTS AND WARRAN'I S TO THE Consignee I HA I I HE AGGREGATE AMOUNT OF ALL AMOUNTS PAYABLE TO TIIIRD PARTIES WITH RESPECT TO THE CONSIGNED VEHICLE IS LESS 1 HAN THE CONSIGNMENT FEE 4. TITLE TO CONSIGNED VEHICLE 4 1 The Consigned Vehicle and records delivered to the Consignee pursuant to this Agreement shall be held by the Consignee as a Bailee-for-Hire, subject to the terms and conditions hereof, and the Consignor shall at all times retain title to all Consigned Vehicle and records wherever located (unless and until title to any part shall pass from the Consignor to the Consignee as provided in section 4 2) 4.2 Title to the Consigned Vehicle land its related records) will automatically pass from the Consignor to the Consignee, free and clear of all liens and encumbrances, upon the later to occur of (i) notification by Consignee to Consignor that an offer with respect to the Consigned Vehicle has been accepted and that Consignee intends to deliver the Consigned Vehicle to a third party purchaser, and (n) payment of any and all liens with respect to the Consigned Vehicle Upon delivery of the aforementioned notice to Consignor, Consignor shall Immediately, and no later than three (3) business days after receipt of such notice. deliver to Consignee the title with respect to the Consigned Vehicle, and shall authorize Consignee to pay off any and all outstanding liens or claims with respect to the Consigned Vehicle. 5. INDEMNIFICATION 5 I Consignor is a municipal corporation existing under the laws of the State of Flouda. Consignee agrees to accept the Vehicles on an "as is" "where is' basis and agrees that Consignor does not waive its defense of sovereign immunity nor does Consignor agree to indemnify' and defend Consignee for work performed under this agreement under any circumstances. 5 2 Intentionally deleted. 6. DISPOSAL OF NONSALABLE CONSIGNED GOODS. 6 I In the event that the Consigned Vehicle remains unsold, cannot be certified or is obsolete, then said Consigned Vehicle shall be inspected by representatives of Consignee and shall, at the option of Consignee (in consultation with the Consignor), either be disposed of by Consignee for its salvage value, scrapped in accordance with industry policies, or be returned to Consignor at Consignor's expense 2 7. RETURNED CONSIGNED VEHICLE 7 1 In the event that a third party purchaser, for whatever reason, seeks to return the Consigned Vehicle for credit, and Consignee accepts such return, the applicable amount of the Consignment Fee actually paid or credited, as applicable, to the Consignor shall be returned to Consignee by Consignor or, alternatively, debited on Consignor's account, as determined by the Consignee Consignor shall pay any amounts due hereunder upon receipt of the invoice in accordance with Honda's Local Government Prompt Payment Act. 8, TERM OF THE AGREEMENT 8 I Unless earlier terminated pursuant to Section 8 2, the initial term of this Agreement shall commence on the Effective Date and shall remain in effect for a period of twelve(12)months from said date 8.2 Consignee may terminate this Agreement at any time upon ten(10)days prior written notice to the Consignor Termination of this Agreement pursuant to the terms of this Agreement shall not release any party from any obligation or liability incurred prior to the effective date of such termination Upon the termination of this Agreement, the Consignee shall, at Consignor's cost, promptly redeliver the unsold Consigned Vehicle to the Consignor at a location designated by Consignor Following any expiration or termination of this Agreement, if the Consignor has approved in advance and Consignee has paid for the cost of repair or detailing with respect to the Consigned Vehicle, then Consignor shall pay to the Consignee the repair and detailing costs (including any applicable shipping costs) in accordance with Florida's Local Government Prompt Payment Act 9 AMENDMENT OF AGREEMENT. 9.1 The provisions of this Agreement may be modified only by a ' ritten amendment duly executed by authorized officers of Consignor and Consignee. 10. BINDING EFFECT; ASSIGNMENT 10 I This Agreement shall inure to the benefit of, and be binding upon, Consignee and Consignor as well as any successors and permitted assigns of the parties hereto This Agreement may not be assigned in whole or in part by either party without the prior written consent of the other party, provided that Consignee may assign this Agreement to an affiliate or a successor in interest to the Consignee's business, II GOVERNING LAW; VENUE 11.1 This Agreement shall be governed by the laws of the State of Florida without regard to Florida's choice of law principles Venue for all suits arising pursuant to this Agreement shall he exclusively in the courts of Orange County, Florida. By execution and/or adoption of this Agreement, each party hereby submits to the in personam jurisdiction of all courts of Orange County,Florida. 12. DELAYS 1N PERFORMANCE. 12 I Neither party shall be liable for damages when its performance is delayed or prevented by strike, fire, riot, war, rebellion, insurrection, acts of God, failure or shortage of transportation facilities, governmental regulations or other causes beyond its reasonable control, provided, however,that the affected party shall within seven(7)days notify the other party in writing of the cause of such delay or failure The affected party shall use its best efforts to remove the cause of delay and to make up for lost time 13. NOTICES 13.1 Notices required by this Agreement shall be in writing and be deemed sufficient if given by certified mail return receipt requested, e-mail, or facsimile and are to be addressed to either 3 party at the address on Page I or at such other address as such party may designate from time to time in writing. 14 MISCELLANEOUS. 14.1 The section headings in this Agreement arc for convenience only and form no part of the terms and conditions hereof. 14 2 This Agreement does not create a partnership,joint venture or similar relationship between the parties, and no parry shall have the power to obligate or hind the other party with respect to third parties in any manner whatsoever, provided, however, that Consignee shall have the power to sell the Consigned Vehicle in accordance with this Agreement The parties agree not to contend to the contrary or attempt to enforce any contrary intentions in any court. In addition,neither party shall represent to third parties that it is a partner of or joint venturer of the other. 14.3 The parties represent that they have negotiated this Agreement and that no agent or other broker has procured or otherwise participated to any extent in such negotiations or is entitled to any compensation therefore 14 4 Any failure at any time of either party to enforce any provisions of this Agreement shall neither constitute a waiver of such provision nor prejudice the right of the Consignee or the Consignor to enforce such provision at any subsequent time 14.5 In the event any party brings a suit in regard to this Agreement, the prevailing party shall recover from the non-prevailing party its reasonable expenses, court costs and attorneys' fees As used herein, expenses, court costs and attorneys' fees include expenses,court costs and attorneys' fees incurred pre-litigation and in any appellate proceeding 14 6 this Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument A facsimile signature on any counterpart hereto will be deemed an original for all purposes !Signature Page Follows! 4 IN WITNESS WHEREOF,the parties have executed this Agreement as of the date first above written "CONSIGNEE" By Name: rtle. Insert City's signature page "CONSIGNOR" Print Name 0