Item 08 Approval for Consignment of Used Sanitation Trucks. t I
ocoee
florida
AGENDA ITEM COVER SHEET
Meeting Date. June 16, 2020
Item # 8
Reviewed By
Contact Name: Stephen C Krug Department Director. V
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. Container Systems & Equipment Co , Inc., 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 minimum consignment prices are listed
below with a five percent (5%) fee paid to the vendor upon sale and a not to exceed expense of
$2,500.00 per vehicle for marketing and/or refurbishment of:
1 $225,000 New Rear Load - VIN 1 H9ABDAC4K1674365 - 2019 CRANE CARRIER.
2 $75,000 Used ASL —VIN 1 CYCLK4810T051039 —2013 CRANE CARRIER, Fleet# 1078
3 $75,000 Used ASL —VIN 1 CYCLK48XDT051038 —2013 CRANE CARRIER, Fleet# 1080
4 $150,000 Used Rear Load —VIN 1 H9ABCAC9J1674726 — 2018 CRANE CARRIER, Fleet# 1166
5. $23,000 Used Rear Load —VIN 1 CYCCK48XBT050016 —2011 CRANE CARRIER, Fleet# 983
Public Works recommends Commission approval to enter into a consignment agreement with Container
Systems & Equipment Co., Inc., 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 Container Systems & Equipment Co., Inc., of Daytona Beach, Florida, and for the Mayor, City
Manager and staff to execute said agreements
Attachments:
Consignment Agreement
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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 Deot Use.
Ordinance First Reading / Consent Agenda
Ordinance Second Reading Public Hearing
Resolution Regular Agenda
X Commission Approval
Discussion 8 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 Rebecca Roberts 6/9/20 _ N
Reviewed by ( ) N
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CONSIGNMENT AGREEMENT
This CONSIGNMENT AGREEMENT (the "Agreement") is entered into this 16th day of June,2020,by
and between the following parties:
THE CONSIGNEE: Container Systems&Equipment Co.,Inc.
506 Bellevue Avenue
Daytona Beach,Florida 32114
THE CONSIGNOR: The City of Ocoee,a Florida municipal corporation
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
2019 CCC Rear Load 1H9ABDAC4K1674365 1,581
2018 CCC Rear Load 1 H9ABCAC9J 1674726 20,919
2013 CCC ASL 1 CYCLK4810T051039 41,341
2013 CCC ASL 1CYCLK48XDT051038 43,448
2011 CCC Rear Load 1 CYCCK48XBT050016 79,967
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:301 Maguire Road,Ocoee,Florida 34761 (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
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3 I If Consignee 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(5%)of
the sales price per vehicle, plus a not to exceed expense of $2,500 00 per vehicle for
marketing and/or refurbishment Any additional costs to be paid by Consignor to Consignee
shall be agreed to herein or in a separate written agreement, signed by both parties The
Consignment Fee shall he paid in the form of check or electronic funds transfer to the
Consignor
3.0 Consignee shall have the sole and complete discretion to determine the ultimate sales puce of
the Consigned Vehicle to a third party purchaser, provided that such amount shall not he less
than the Consignment Fee In the event that Consignee receives an offer from 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 TIIE CONSIGNED VEHICLE IS SUBJECT TO ANY LIENS
OR ENCUMBRANCES, THE CONSIGNOR HEREBY REPRESENTS AND WARRANTS
TO THE Consignee THAT THE AGGREGA IT AMOUNT OF ALL AMOUNTS
PAYABLE TO THIRD PARTIES WITII RESPECT TO THE CONSIGNED VEHICLE IS
LESS THAN THE CONSIGNMENI FEE
4. TITLE TO CONSIGNED VEHICLE
4.1 1 he 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 Title to the Consigned Vehicle (and 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 (ul payment of any and all hens 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 1 Consignor is a municipal corporation existing under the laws of the State of Florida
Consignee agrees to accept the Vehicles on an "as is" "where is" basis and agrees that
Consignor does not wake 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.
6.1 In the event that the Consigned Vehicle remains unsold, cannot he 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 he disposed of by
Consignee for its salvage value, scrapped in accordance with industry policies, or be returned
to Consignor at Consignor's expense
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7. RETURNED CONSIGNED VEHICLE.
7 I In the event that a third party purchaser, fir whatever reason, seeks to return the Consigned
Vehicle foi 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 w ith Florida's Local Government Prompt Payment Act
8 TERM OF THE AGREEMENT
8.1 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 written amendment duly
executed by authorized officers of Consignor and Consignee
10 BINDING EFFECT; ASSIGNMENT.
10.1 'I his Agreement shall inuie 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
11. GOVERNING LAW; VENUE.
II I 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
lie 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 IN PERFORMANCE
12 1 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
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13 I Notices required by this Agreement shall he in writing and be deemed sufficient if given by
certified mail return receipt equested, e-mail, or facsimile and are to he addressed to either
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 fir convenience only and form no part of the
terms and conditions her eof.
14 2 'I his Agreement does not create a partnership,joint venture or similar relationship between
the parties, and no party shall have the power to obligate or bind 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 oforJoint venturer of
the other.
14.3 1 he 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 tailure 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)
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IN WITNLSS WHEREOF,the parties have executed this Agreement as of the date first above written
"CONSIGNEE"
By
Name
1 tie:
Date
"COSIGNOR"
CITY:
CITY OF OCOEE,FLORIDA
By:
Rusty Johnson, Mayor
Attest:
Melanie Stbbitt, City Clerk
(SEAL)
APPROVED BY THE CITY OF OCOEE
COMMISSION AT A MEETING HELD
ON , 20 UNDER
AGENDA ITEM NO.
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
Approved as to form and legality
this day of ,20_
Shuffield, Lowman& Wilson, P.A.
By:
City Attorney
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