R23-102 1 RESOLUTION NO. R23-102
2
3
4 A RESOLUTION OF THE CITY OF BOYNTON BEACH, FLORIDA,
5 APPROVING AND AUTHORIZING THE CITY MANAGER TO SIGN THE
6 AGREEMENT, QUOTE AND APPROVE THE VEHICLES/EQUIPMENT
7 SUBMITTED FOR DISPOSAL USING JJ KANE AUCTIONEERS ON-LINE
8 AUCTION UTILIZING SOURCEWELL CONTRACT #110421-ALT; AND
9 PROVIDING AN EFFECTIVE DATE.
10
11
12 WHEREAS, Fleet Maintenance Division is submitting twenty-one (21) items to be
13 disposed at auction utilizing JJ Kane on-line auction which will generate revenue for the Fleet
14 Maintenance Fund; and
15 WHEREAS, Fleet Maintenance Division has verified that the vehicles are no longer of
16 use and has completed all proper documentation for disposal and requests City Commission's
17 review, evaluation and approval to sell the surplus vehicles/equipment; and
18 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the
19 recommendation of staff, deems it to be in the best interests of the City residents to approve
20 and authorize the City Manager to sign the agreement and quote with JJ Kane for the disposal
21 of vehicles/equipment submitted by Fleet Maintenance Division and declare twenty-one (21)
22 vehicles/equipment as surplus and approve disposition of these items via auction using JJ
23 Kane on-line auction.
24 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
25 BOYNTON BEACH, FLORIDA, THAT:
26 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
27 being true and correct and are hereby made a specific part of this Resolution upon adoption
28 hereof.
S:ACA\RESO\Agreements\Agreement with J1 Kane for Vehicle Disposal(2023)-Reso.docx
29 Section 2. The City Commission hereby approves and authorizes the City
30 Manager to sign the agreement and quote with JJ Kane for the disposal of
31 vehicles/equipment submitted by Fleet Maintenance Division and declare twenty-one (21)
32 vehicles/equipment as surplus and approve disposition of these items via auction using JJ
33 Kane on-line auction. A copy of the Agreement is attached hereto as Exhibit "A."
34 Section 3. This Resolution shall become effective immediately upon passage.
35 PASSED AND ADOPTED this 15th day of August, 2023.
36 CITY OF BOYNTON BEACH, FLORIDA
37
38 YES NO
39
40 Mayor—Ty Penserga
41 /
42 Vice Mayor—Thomas Turkin
43
44 Commissioner—Angela Cruz
45 /
46 Commissioner—Woodrow L. Hay ✓
47
48 Commissioner—Aimee Kelley
49
50 VOTE
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52
53
54 A _ T:
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56 ..n1 .--.LLL 31�
57 Maylee De :sus, MPA, MC T •-•
58 City CI:rk Mayor
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S:\CA\RESO\Agreements\Agreement with JJ Kane for Vehicle Disposal(2023)-Reso.docx
Sourcewell RFP#110421
Public Utility Equipment with Related Accessories&Supplies
`i JJ°Kane
Contact: Dave Persad
Seller Name:The City of Boynton Beach
Express Mail Address(No P.O.Boxes):
222 NE 9th Ave
Boynton Beach,FL 33435
Phone: 561-742-6215
Email:persadd@bbfl.us
Date Emailed To Seller: 7.17.2023
This agreement(this"Agreement"), effective as of July 17th 2023, is by and among The City of Boynton
Beach(hereinafter called"Seller"),J.J.Kane Exchange,LLC("Exchange"), and J.J.Kane Associates Inc.
d/b/a "J.J. Kane Auctioneers," "Ken Porter Auctions" and "First Capitol Auction" ("Associates" and,
together with Exchange, hereinafter called "Auctioneer"), acting as agent for Seller. Seller and
Auctioneer,intending to be legally bound,hereby agree as follows:
1) Term and Termination. The term of this Agreement shall begin on the date hereof and shall continue
until terminated by either party hereto. Either party hereto may terminate this Agreement at any time
upon 60 days' prior written notice to the other party. Upon termination of this Agreement,
Auctioneer shall provide written notice to Seller describing any unsold Auction Items(defined below)
and, unless otherwise mutually agreed to by the parties hereto, Auctioneer shall be permitted to
attempt to sell such Auction Items at auction for an additional 60 days following the effective date of
the termination of this Agreement. At the end of such additional 60 day period, any unsold Auction
Items will be released to Seller; provided, that Seller shall be required to reimburse Auctioneer for
any and all expenses incurred by Auctioneer in connection with the transportation, storage,
decommissioning, and other related costs of preparing such unsold Auction Items for sale prior to
Auctioneer's release of such Auction Items to Seller.
2) Engagement.
a) Seller hereby engages Auctioneer to facilitate the sale at public absolute auction sale Seller's
property identified by Seller(the"Auction Item"), excluding any chemicals,hazardous materials
or other environmentally unsafe equipment or materials unless mutually agreed upon in writing
by Seller and Auctioneer.
i) Seller shall be responsible for clean-up/disposal of petroleum products/chemical spills
coming from Auction Items that are offered for sale under this Agreement. The prompt and
proper clean-up of any spills, leaks or other releases of petroleum or chemical substances and
materials will be performed in accordance with all applicable federal,state and local laws and
regulations. Seller acknowledges and agrees that in the event a spill has occurred,
notification by Auctioneer to certain federal, state and/or local agencies may be required.
Seller shall be responsible for all costs resulting in the clean-up of any spills/leaks or other
releases of petroleum or chemical spills in accordance with any applicable laws and
regulations. All clean-up/proper disposal costs will be billed back to Seller and deducted
from Seller's sale proceeds. If said proceeds do not cover the total cost of spill
cleanup/disposal, Seller will be billed the difference and Auctioneer shall be paid within 10
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business days of dated invoice. The obligations set forth in this Section 2 shall survive the
termination or expiration of this Agreement.
b) Seller hereby acknowledges and agrees that any auction conducted over the internet via online
bidding will be conducted by Exchange and any applicable third party internet auction platform.
c) Auctioneer may, in its sole discretion, accept or reject any Auction Items proposed for auction
sale by Seller.
3) Auctioneer Personnel. Auctioneer shall provide all necessary auctioneers, accountants, clerks and
office staff required to achieve the efficient and orderly performance of the auction sale contemplated
by this Agreement. Auctioneer shall employ qualified personnel to perform these jobs and shall
perform the engagement contemplated by this Agreement in a professional and skilled manner.
4) As-Is&Where-Is Auction Sales.
a) Auction Items will be offered for sale individually, or in the case of small miscellaneous items
sold in lots as determined by Auctioneer. All Auction Items will be sold on an"As-Is Where-Is"
basis without any warranties of any kind,expressed or implied.
b) Seller agrees to disclose to Auctioneer any known defects or faults with Auction Items prior to
listing such Auction Items with Auctioneer for sale.
c) In the case that a known defect or condition of any Auction Item is not disclosed by Seller to
Auctioneer prior to listing, Auctioneers shall have the right, in its sole discretion,to declare such
Auction Item a"No Sale" in which case Seller shall retain possession of such Auction Item and
reimburse Auctioneer for any and all costs and expenses incurred by Auctioneer in connection
with the transportation,storage,decommissioning and sale preparation of such Auction Item.
d) In accordance with applicable state and federal emissions regulations, Seller shall notify
Auctioneer of any alterations of OEM emission systems that have occurred on vehicle or
equipment Auction Items (e.g., dpf, def, system deletes or other engine control software or
hardware alterations not approved by OEM).
5) Marketable Title.
a) Seller specifically represents and warrants to Auctioneer that Seller is the sole owner of, and has
good, valid and marketable title to, all of the Auction Items to be sold by Auctioneer pursuant to
this Agreement, free and clear of any liens, security interests, mortgages, debts or other
encumbrances or restrictions of any kind not otherwise disclosed in writing by Seller to
Auctioneer on or prior to the date of this Agreement. Seller further represents and warrants that
there are no outstanding judgments or liens against Seller and that there are no legal actions,
claims or proceedings pending or, to the knowledge of Seller, threatened against or adversely
affecting Seller whatsoever which in any way would hinder, prevent or otherwise affect Seller's
or Auctioneer's right or ability to sell the Auction Items at auction sale.
b) Seller acknowledges and agrees that Auctioneer may elect to conduct UCC lien searches on any
Auction Items deemed necessary by Auctioneer,in its sole discretion. Seller shall be responsible
for the cost of any such lien searches payable in accordance with Section 11(c)below.
c) Seller agrees to deliver, upon Auctioneer's request, any documents, certificates, proofs of
ownership or titles that may be required to effectively deliver and convey title to the Auction
Items sold by Auctioneer pursuant to this Agreement.
d) In the case that there is a delay in the new purchaser receiving a free and clear title to any vehicle
or trailer Auction Items sold hereunder,the net proceeds from the sale will be held by Auctioneer
until a free and clear title is delivered to the purchaser; provided, that, at the election of
Auctioneer,in its sole discretion,the applicable Auction Item may be withdrawn from the auction
sale and remain Seller's property.
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Public Utility Equipment with Related Accessories & Supplies
e) Seller acknowledges and agrees that, although Auctioneer guarantees free and clear title to the
purchaser of each Auction Item and Auctioneer will use its commercially reasonable best efforts
to obtain and convey such title in accordance with applicable law, Auctioneer shall in no way be
responsible for any losses, damages, costs, expenses or fees (including, without limitation,
attorneys' fees)arising out of or relating to any delay in obtaining and/or conveying free and clear
title to the purchaser of any Auction Item sold hereunder.
f) Seller acknowledges and agrees that, if requested, Auctioneer may provide the name of Seller to
the applicable purchaser of any vehicle Auction Item sold hereunder.
g) If Seller is a motor vehicle dealer, Seller's dealer state&dealer number are as follows: (list dealer
state&dealer number):
h) The obligations set forth in this Section 5 shall survive the termination or expiration of this
Agreement.
6) Titles On-Site.
a) Seller agrees to deliver or cause to be delivered to Auctioneer all signed certificates of title, letters
of authorization to sell vehicle Auction Items and any other related paperwork (e.g., a seller-
specific bill of sale)no later than 10 days prior to the applicable auction sale.
b) In order to comply with applicable motor vehicle rules and to enable new purchasers to assume
ownership with minimal problems, a letter of authorization on Seller's letterhead must
accompany all certificates of title associated with Auction Items. Set forth below is a sample
letter:
To Whom It May Concern:
[SELLER NAME] hereby authorizes J.J. Kane Auctioneers to sell vehicles
and/or equipment owned by at the auction sale
conducted on Saturday, in , .
Sincerely,
[SELLER NAME]
[DATE]
7) Delivery of Auction Items. Unless Seller requests for Auctioneer to arrange for the pickup and
transportation of any Auction Items to the applicable auction site by a third party service provider in
accordance with Section 11(b) below, Seller shall deliver or cause to be delivered the Auction Items
to the auction sale site no later than ten days prior to the applicable auction sale or to such other
location agreed to in writing by Auctioneer. All Auction Items shall be delivered to Auctioneer in
running condition(except as noted by Seller)with adequate fuel levels and a duplicate set of keys.
8) Insurance Coverage.
a) Seller shall, at their own expense, maintain and carry in full force and effect appropriate
insurance coverage on the Auction Items being sold hereunder until the day of the auction sale.
b) Auctioneer and owner of the auction sale site property will not be responsible for any damages to
Auction Items resulting from acts of nature, theft, accident and/or vandalism while such Auction
Items are located at the sale site.
c) Auctioneer shall be responsible for any loss or damage to Auction Items due to Auctioneer's
willful or negligent acts or omissions.
9) Commission.
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Public Utility Equipment with Related Accessories & Supplies
a) Seller agrees that Auctioneer will charge the buyer of each Auction Item sold hereunder a base
buyer's fee equal to 10% of the gross sale price paid for such Auction Item, subject to increase
depending on the applicable (i) sales platform (e.g., live auction or internet only), (ii) type of
buyer (on-site or internet) and/or (iii) Auction Item location, which shall not exceed 15% of the
gross sales price paid for the Auction Item.
b) [Seller agrees to pay Auctioneer a Seller's commission equal to 0% of the total gross sale
price for sold Auction Items.]
c) Seller agrees that, when applicable, Auctioneer may deduct its commission from the gross
proceeds of the auction sale.
10)Non-Sales.
a) In the event that a successful bidder fails to pay for an Auction Item for which such bidder is
designated to be the high bidder, then the applicable Auction Item will be deemed a"Non-Sale,"
no commission will be charged on such Auction Item and Seller will retain ownership of such
Auction Item.
b) In certain instances Auctioneer may be required to refund the would-be purchaser of an Auction
Item that has been deemed a"Non-Sale."In the event Seller has already received the proceeds for
such a"Non-Sale"Auction Item, Auctioneer will be entitled to relist the Auction Item on Seller's
behalf. Seller agrees to assist Auctioneer in obtaining all title and registration paperwork
necessary to relist the Auction Item (including duplicate title). Auctioneer will not assume
ownership of the Auction Item at any time. Seller agrees that Auctioneer shall be entitled to use
the proceeds of any auction sale following such a relisting to recover any amounts previously
refunded to the would-be purchaser, together with administrative fees and costs as may be
charged or incurred by Auctioneer.
11) Reimbursed Expenses.
c) If applicable and pre-approved by Seller, Seller agrees that Auctioneer may deduct the exact cost
for any additional services that Auctioneer provides Seller from the proceeds of the auction sale.
(1) Advertising: $
(2) Decommissioning&Washing: $
(3) Repairs: $
(4) Other: $
d) If Seller requests for Auctioneer to arrange for the pickup and transportation of Auction Items by
a third party service provider,Auctioneer will invoice Seller a transportation fee equal to the cost
of pickup and transportation plus 10%.
e) If Auctioneer elects to conduct UCC lien searches on any Auction Items,Auction will be entitled
to deduct the cost of such lien searches from the gross proceeds of the auction sale or, if no sale
occurs,invoice Seller for such cost.
12) Payment.
a) Auctioneer will charge and collect from the purchaser the purchase price for the Auction Items
sold at the auction sale,together with all applicable taxes. Auctioneer will collect payment in full
from the purchaser prior to the removal of any Auction Items from the auction site. Seller shall
be responsible for the payment of all income taxes resulting from or payable in connection with
the sale of the Auction Items hereunder.
b) Within 14 business days following the auction sale, Auctioneer shall to remit to Seller the net
proceeds from the Auction Items sold at auction, less Auctioneer's applicable commission as
outlined in Section 9 above and any expenses as outlined in Section 11 above, together with a
written report listing all Auction Items sold by Auctioneer and proof of payment for expenses.
Payment shall be made by Auctioneer via electronic transfer or by a check made payable to
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Seller. Any proceeds check will be made payable to Seller and mailed to the same name and
address of Seller set forth on the first page of this Agreement unless otherwise directed in writing
by Seller.
13)Absolute Unreserved Auction Sales.
a) Seller understands that Auctioneer conducts absolute unreserved public auction sales where each
Auction Item is sold to the highest bidder regardless of price.
b) Furthermore, Seller understands/agrees that it is illegal for Seller or any agent thereof to bid on
and/or buy-back any Auction Items owned by Seller.
c) If Seller or any agent of Seller attempts to bid on and/or buy back any of the Auction Items,
Auctioneer will,at Auctioneer's discretion,choose one of the following actions:
(1) Pass the Auction Item currently being offered for sale along with all other Auction Items.
(2) Sell the Auction Item to the last"Good Faith"bidder before Seller or its agent began bidding
on such Auction Item.
d) Seller shall reimburse Auctioneer for any lost revenue,including seller's commission,buyer's fee
and/or any pre-approved reimbursed expenses in the event of a"Buy Back".
14)Advertised Auction Items. At Auctioneer's discretion,in the event that Seller removes any advertised
Auction Item from the auction sale, Seller agrees to pay Auctioneer a handling fee of$500.00 for
each such Auction Item that is removed from the sale.
15) Breach of Contract. In the event that Seller breaches any covenant or makes any misrepresentation in
this Agreement, Seller agrees to indemnify, defend and hold Auctioneer harmless from any and all
costs, expenses,damages and liabilities arising out of or relating to such breach or misrepresentation,
including, without limitation, attorneys' fees and other costs incurred by Auctioneer in any action or
proceeding arising out of or relating to such breach or misrepresentation. The obligations set forth in
this Section 15 shall survive the termination or expiration of this Agreement.
16) Indemnification. Seller hereby agrees to indemnify, defend and hold Auctioneer and its parent,
subsidiaries and affiliates and each of their respective directors, officers, employees and other
representatives (collectively, "Indemnified Persons") harmless from any and all costs, expenses,
damages and liabilities (including, without limitation, attorneys' fees) incurred or sustained by, or
imposed upon any Indemnified Person arising out of or relating to: (a) Seller's ownership and
maintenance(or lack thereof) of the Auction Items, (b)the condition of the Auction Items at time of
auction,(c)the applicable purchaser's use of the Auction Items and/or any property damage or bodily
injury arising therefrom,(d)any title defects or delays in delivering free and clear title to the Auction
Items, (e) any breach of this Agreement by Seller, (f) any violations of applicable state and federal
laws, including, without limitation, state and federal emissions laws and regulations, or (g) the
enforcement of this indemnity by Auctioneer.The obligations set forth in this Section 16 shall survive
the termination or expiration of this Agreement.
17)Entire Agreement:Headings.
a) This Agreement contains the entire agreement between the parties and there are no other terms,
obligations or representations,written or oral,other than those contained in this Agreement. This
Agreement may be modified only by a further writing that is duly executed by both parties.
b) Headings used in this Agreement are provided for convenience only and shall not be used to
construe meaning or intent.
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18)Digger Derricks and Aerial Devices.
a) Section 18(b) below shall apply to digger derricks and the following vehicle-mounted aerial
devices(hereinafter referred to as an"aerial device")sold as Auction Items hereunder:
(1) Extensible boom aerial devices;
(2) Aerial ladders;
(3) Articulating boom aerial devices;
(4) Vertical towers; and
(5) A vehicle or other combination of any of the above,which vehicle may be a truck,a trailer,or
an all-terrain vehicle.
b) Seller acknowledges and agrees that it shall be the sole and exclusive responsibility of Seller to
provide Auctioneer with, and Seller shall provide to Auctioneer, all of the operations,
maintenance and manufacturer's manual(s) (collectively, "Manuals") for each digger derrick or
aerial device to be auctioned by Auctioneer hereunder and that such responsibility shall continue
in perpetuity notwithstanding Auctioneer's auction of the corresponding digger derrick or aerial
device for Seller. In the event Seller does not provide all Manuals for each digger derrick or
aerial device to Auctioneer, Auctioneer shall, in its own discretion, refuse to auction the
associated digger derrick or aerial device until such time as the Manuals have been provided by
Seller to Auctioneer. Auctioneer may notify Seller of the name and location of the successful
purchaser of a digger derrick or aerial device within a reasonable time following completion of
the sale. Seller hereby acknowledges its responsibilities in accordance with American National
Standards Institute A92.2-2009 (including,without limitation, Section 8.7 thereof)and A10-31 in
full, including, without limitation, section 8.7 thereof. Seller hereby acknowledges and agrees
that failure by Seller to provide all Manuals for any digger derrick or aerial device sold at public
auction hereunder shall be deemed a breach of Section 15 above for which Auctioneer shall be
entitled to indemnification pursuant to Section 16 above.
[Signature Page Follows]
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Public Utility Equipment with Related Accessories & Supplies
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
14
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• ASSOCIATES:
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......O��:' J.J. Kane Associates,Inc. dba J.J. Kane Auctioneers
By:
Name: Gregg Martini
Title: Account Manager
EXCHANGE:
J.J.Kane Exchange,LLC
By:
Name:
Title:
Revised: 11/04/2020
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