Emergency Item - Revised Consignment Agreement of Used Sanitation Trucks with Wastebuilt Environmental Solutions11so %w
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AGENDA ITEM COVER SHEET
Meeting Date: June 16, 2020
Item #
Reviewed By:
Contact Name: Stephen C. Krug Department Director:
Contact Number: 6002 City Manager:
ie Subject: Revised Consignment Agreement of Used Sanitation Trucks with astebuilt Environmental
Solutions.
Background Summary:
The Commission declared certain Sanitation vehicles surplus at the March 17, 2020 meeting and
approved a consignment agreement on June 2, 2020 with Wastebuilt Environmental Solutions in order
to maximize the value of the surplus vehicles. The Wastebuilt representatives did not fully comprehend
the draft consignment agreement prior to Commission approval and have requested a revision.
Wastebuilt is requesting the City eliminate the five percent (5%) consignment fee and agree to the full
sale values listed below:
1. $120,000 Used ASL -VIN 1 M2AU04C8GM010269 - 2016 MACK/LABRIE, Fleet # 1124
2. $120,000 Used ASL - VIN 1 M2AU04C8GM010268 - 2016 MACK/LABRIE, Fleet # 1125
3. $135,000 Used ASL - VIN 1M2LR06C4JM003378 - 2017 MACK/LABRIE, Fleet # 1163
4. $145,000 Used ASL - VIN 1 M2LR06C7JM003567 - 2018 MACK/LABRIE, Fleet # 1195
Eliminating the 5% consignment fee will provide the City a higher guaranteed value for these used
vehicles. Industry contacts have verified the pricing is the best value we can expect for these particular
trucks in their used condition. Wastebuilt plans to invest their funds to upgrade the trucks in order to
make them more marketable which will also allow them to recover their upgrade costs. Public Works
recommends Commission approval of the revised consignment agreement with Wastebuilt
Environmental Solutions for the sale of said vehicles as it will provide additional proceeds to be
deposited back into the Sanitation Division.
Issue:
Request Commission approval to the revised consignment agreement for certain vehicles in the
Sanitation Division.
Recommendations:
Recommend the City Commission approve the revised consignment agreement 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:
Revised Consignment Agreement.
1
Financial Impact:
City expenses would
funds.
be administrative with the sale proceeds deposited back into the Sanitation Division
Type of Item: (please mark with an 'k )
Public Hearing
For Clerk's Dept Use:
Ordinance First Reading
Consent Agenda
Ordinance Second Reading
Public Hearing
Resolution
Regular Agenda
X Commission Approval
Discussion & Direction
X Original Document/ContractAttached for Execution by City Clerk
Original Document/Contract Held by Department for Execution
Reviewed by City Attorney
Reviewed by Finance Dept.
Reviewed by
Rebecca Roberts. Finance Director
N
N
2
CONSIGNMENT AGREEMENT
This CONSIGNMENT AGREEMENT (the "Agreement") is entered into this 2nd day of June, 2020, by and
between the following parties:
THE CONSIGNEE: Wastebuilt Environmental Solutions
1291 SW 271' Avenue
Pompano Beach, Florida 33069
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_
2016 MACK LR-LABRIE 1M2AU04C8GM010269 44,950 1201 CDQ, 00
2016 MACK I LR-LABRIE 1M2AU04CBGM010268 147,210 lod oc0. 00
2017 MACK LR-LABRIE 1M2LR06C4JM003378 30,422 P / ; ®UO. QD
L018_ MACK LR-CABBIE _ _ 12LR06 MC7J�
M003567 21,419 -J /C1h. Wo . 0
In consideration of the mutual agreements, covenants and promises hereinafter contained, the parties hereto
agree as follows:
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: Consignee to_ nick vehicles up at 301 Ma�>oire Road. Ocoee. Florida 34761 (the
"Deliver• 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 Corutgned Vehicle Write 'WOKE" # none.)
3. CONSIGNMENT FEE
3.1
3.2 Consignee shall have the sole 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 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 THE CONSIGNED VEHICLE IS SUBJECT TO ANY LIENS
OR ENCUMBRANCES, THE CONSIGNOR HEREBY REPRESENTS AND WARRANTS
TO THE Consignee THAT THE AGGREGATE AMOUNT OF ALL AMOUNTS
PAYABLE TO THIRD PARTIES WITH RESPECT TO THE CONSIGNED VEHICLE IS
LESS THAN THE CONSIGNMENT FEE.
4. TITLE TO CONSIGNED VEHICLE
5.
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 (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 (ii) 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.
5.1 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 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.
6.1 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.
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 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 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 patty 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.
it. 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
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.
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
parry 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 are 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 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 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]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
"C , SIGNEE"LYD
BR_.. ___.-..
Name: �bQCCIL'__r rc��'S-
Title:f\ tX) 0j r�L U.U` ov
Date: ��YTj
"COSIGNOR"
CITY:
CITY OF OCOEE, FLORIDA
B y.y� Rusty ms 9ayor
Attest:
Melanie Sibbitt, City Clerk
(SEAL)
9
APPROVED BY THE CITY OF OCOEE
COMN"H 9ION AT A MEETING HELD
ON �h�, 20& UNDER
AGENDA ITEM NO. .
FOR USE AND RELIANCE ONLY BY
THE CITY OF OCOEE, FLORIDA.
Approved as to form and legality
th1S2"'7 day of.20_j-o.
Shuffield, Lowman & Wilson, P.A.
r
By: -City- can