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HomeMy WebLinkAboutSale of Medtec Ambulance ; , I CONTRACT FOR SALE OF MEDTECTM AMBULANCE OR RESCUE VEIDCLE 1. The Parties The Parties to tlûs Agreement are: 2.1 2.2 2.3 1.1 Medtec Ambulance Corporation, an Indiana corporation located at 2429 Lincolnway East, Goshen, Indiana 46526-9292 ("Medtec"). 1.2 City of Oshkosh, a Wisconsin municipal organization/corporation, located at 215 Church Ave, Oshkosh, WI 54903-1130 ("Buyer"). TI. The Recitals The Date oftlûs Contract is April 15,2004. Medtec manufactures ambulance and rescue vehicles. On March 15, 2004, Medtec offered to manufacture and sell to Buyer the ambulance and/or rescue vehicle ("Vehicle") specified in a Proposal/Quotation dated that day. A copy of that Proposal/Quotation is attached, marked Exhibit "A" and incorporated here by reference (the "Proposal"). Buyer has been duly authorized to purchase the Vehicle pursuant to the Proposal and the specifications, terms and conditions of its authority. ill. The Agreement Therefore, the Parties agree as follows: 3.1 3.2 3.3 The Recitals are a part oftlûs Agreement. Medtec shall manufacture and sell, and Buyer shall purchase the Vehicle in accordance with the Proposal and the authorized specifications, terms and conditions. If, or to the extent that the Proposal is in conflict with any such specifications, terms or conditions, with the exceptions of limitations of warranty, limitations of remedies and damages, and limitations of bonding and insurance, Medtec's specifications, terms and conditions shall control such conflict. At the time of delivery and acceptance the Vehicle shall confirm to all Federal Department of Transportation ("DOT") rules and regulations, and to all Federal Ambulance Standards for Ambulances KKK-A-1822 ("KKK Standards"), except as modified by Buyer's specifications, which are in effect on the Date oftlûs Agreement. 3.4 3.5 ..;-0 05h\<O51-., .,),S<""",,(\ - ,j\} 3.6 3.7 3.8 3.3.1 Changes in the specifications and/or Proposal/Quotation not set forth on Exhibit A are set forth on Exhibit B, attached and incorporated here by reference. 3.3.2 Changes in the specifications for the Vehicle after the Date oftlûs Agreement, whether to comply with changes in such rules, regulations or Guidelines, or otherwise, shall be effected only by written addenda to tlûs Agreement itemizing such changes and amending the purchase price of the Vehicle accordingly. The sale of the Vehicle shall be subject to the standard Medtec limited warranty in effect for the Vehicle on the date oftlûs Proposal and submitted at that time to the Buyer, except as the Parties otherwise may agree in writing. Copies of the applicable limited warranties are attached to the Proposal/Quotation and incorporated here by reference. Buyer shall pay for the Vehicle the sum of One Hundred Twenty-Four Thousand Nine Hundred and Ninety dollars ($124,990.00), together with such further sum, if any, that may become due as a result of change orders under paragraph 3.3.2, above. Payment shall be due as set forth in Exhibit "C" attached and incorporated here by reference. Delivery shall be,j.O.B. Fl=,l, and final payment shall be upon acceptance, which shall be deemed to occur ten (10) days after delivery unless Buyer shall notify Medtec in writing prior to that time, with specificity, of reasons asserted for rejection. Payment shall be overdue if not received by Medtec 110 days after acceptance. Overdue payments shall bear interest until paid at the rate of 7.5% per annum. If any part of the purchase price shall be paid in the form of a credit for used vehicle trade-in, the used vehicle is described and valued for such credit on Exhibit "C," attached and incorporated here by reference. At or prior to the date of acceptance Medtec may assign its right, title and interest in such used vehicle to one or more third parties, in which event, at the request of Medtec, Buyer shall endorse the certificate of registration for such used vehicle to such third party and deliver it and the vehicle as such tlûrd party may request. Medtec shall complete manufacture of the Vehicle not more than 120 days after the Date of tlûs Agreement and notify Buyer that the Vehicle is ready for delivery and acceptance. Buyer shaIl take delivery of the Vehicle within five (5) days after receipt of such notice at 2429 Lincolnway East, Goshen, Indiana 46526-9292. Medtec shall facilitate transportation of the Vehicle to the destination designated by Buyer, at the expeuse of Buyer. Medtec shall not be responsible nor deemed to be in default on account of delays in performance due to causes which are beyond its control and not occasioned by Medtec fault or negligence and which make Medtec performance impracticable, including but not limited to civil wars, insurrections, strikes, riots, fIfes, storms, floods, other acts of nature, explosions, earthquakes, accidents, any act of government, delays in transportation, inability to obtain necessary labor supplies or manufacturing facilities, allocation 2 3.9 3.10 3.11 3.12 regulations or orders affecting materials, equipment, facilities or completed facilities, failure to obtain any required license or certificate, acts of God or the public enemy, failure of transportation, epidemics, quarantine restrictions, failure of vendors (due to causes similar to those within the scope oftlûs Section) to perform their contracts or labor troubles causing cessation, slowdown, or interruption of work, provided such cause is beyond the reasonable control of Medtec. Upon delivery of the Vehicle Buyer hereby grants to Medtec a security interest in the Vehicle to secure payment of an unpaid purchase price for the Vehicle. Buyer agrees to execute and deliver to Medtec, at its request, such documents as may be necessary to perfect any such security interest. Buyer agrees that it shall not place the Vehicle in service operation until the purchase price has been paid in full. However, Buyer shall be entitled for a period of ten (10) days after the Vehicle has been delivered to test the Vehicle with its own personnel. If Buyer does not advise Medtec to the contrary within eleven (11) days after delivery, with specific detail, acceptance of the Vehicle shall be deemed to be complete. If tlûs Agreement provides for the sale of more than one (1) Vehicle, then the provisious of tlûs Agreement shall apply separately to each of such Vehicle. w",,"",,~it'l This Agreement shall be construed in accordance with the laws of the State of~ #-- Executed by the Parties on the Date oftlûs Agreement. MEDTEC AMBULANCE CORPORATION By: Name: Title: Dated: -7f!#./lL Robert L Parks Regional Sales M=er April 15.2004 Dated: Approved as to Form: ££~ (,~I OA~ Art e for amèõ uyer] Document] Revised 07/23/03 I hereby certify that the ~eçessary provisions have been made to pay the liability which will accrue under this contract. 2~Q~ City Comptroller 3 Exhibit "A" & "C" PROPOSAL We, the undersigned propose to furnish the City of Oshkosh, Fire Department, one (1) Type III ambulance per specifications or noted exceptions F.O.B. 101 Court Street, Oshkosh WI 54901, for the following amount: GMC TC4500 w/Medtec AD-170 Type III Conversi~ $124,990.00 Chassis Model & Model of Module Bid $ $124,990.00 Total Bid Delivery By: 120 davs after date of order Warranty: See attached warranty documents Terms: Full payment when received and accepted by department J /12004 DA E Medtec Ambulance Corporation NAME OF COMPANY .~}¿¡;¡ I!~ INDIVIDUAL COMPLETING THIS BID I , 2429 Lincolnway East ADDRES~ OF COMPANY I Goshen, IN 46526 CITY: i I I ( 574 i) 534-2631 TELEPHdNE NUMBER STATE ZIP 1VIE-37'EG An Oshkosh Truck Corporation Company LIFETIME, TRANSFERABLE MODULAR BODY STRUCTURAL WARRANTY MEDTEC AMBULANCE CORPORATION wanants each new modular ambulance body (exclusive of paint finish, hardware, fiberglass components, moldings, windows and other appointments and accessories) is structurally sound and free of all structural defects of both material and workmanship and further wanants that it will maintain such structural integrity for a period equal to the term of selVice of the vehicle to the original purchaser from date of manufacturer's certification plate attached thereto. Medtec Ambulance Corporation further wanants that this structural integrity wananty may be transferred to a second purchaser providing Medtec Ambulance Corporation or their authorized representative inspects the vehicle within thirty-{30) days of ownership transfeo The new owner or the authorized Medtec Ambulance Corporation representative shan supply to Medtec Ambuiance Corporation, documentation of transfer of ownership. Transfer to a new owner other than a licensed ambulance selVice or fire department shall terminate the terms of this wananty. In the event of a chassis remount this structural integrity warranty shall remain in effect providing the rechassis work is completed by MEDTEC AMBULANCE CORPORATION or a facility approved by MEDTEC AMBULANCE CORPORATION. Should repairs become necessary under the terms of this wananty, the extent of that repair shall be determined soiely by MEDTEC AMBULANCE CORPORATION and shall be performed solely by MEDTEC AMBULANCE CORPORATION or a repair facility designated by MEDTEC AMBULANCE CORPORATION. The expense of any transportation to or from such repair facility shall be that of the purchaser and is not an item covered by this wananty. This wananty is conditioned upon normal use and proper maintenance of such modular body; prompt written notice of all defects submitted to MEDTEC AMBULANCE CORPORATION or one of its authorized dealers in the area; no repair or additions thereto except by MEDTEC AMBULANCE CORPORATION or authorized by it; said defect not resulting from misuse, negligence, accident, remounting, overloading beyond applicable weight rating by customer or third parties. If any of such conditions are not complied with, this wananty becomes void and unenforceable. MEDTEC AMBULANCE CORPORATION reselVes the unrestricted right at any time and from time to time to make changes in design of and/or improvements on its products without thereby imposing any obligation on itself to make corresponding changes or improvements in or on its products theretofore manufactured. EXCLUSIONS AND LIMITATIONS: THIS MANUFACTURER'S WARRANTY IS PROVIDED IN PLACE OF ANY AND ALL OTHER REPRESENTATIONS OF EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF MEDTEC AMBULANCE CORPORATION OR ANY OF ITS DISTRIBUTORS OTHER THAN SET FORTH IN THIS MANUFACTURER'S WARRANTY. YOUR RIGHT TO SERVICE AND REPLACEMENT OF PARTS ON THE TERMS EXPRESSLY SET FORTH HEREIN ARE YOUR EXCLUSIVE REMEDIES AND NEITHER THE MANUFACTURER NOR ANY OF ITS DISTRIBUTORS SHALL BE LIABLE FOR DAMAGES WHETHER ORDINARY, INCIDENTAL OR CONSEQUENTIAL. Note: Surety Bond, if a part of the sale of the vehicle to which this limited warranty is provides, applies only to the 12-month/12,OOO mile Limited Wananty for such vehicle, and not to any other wananties made by Medtec or any Medtec Supplier. RevA/O3 Medtec Ambulance Corporation 64697 U.S. 33 . Goshen, IN 46526 1VIE-::nE-::: An Oshkosh Truck Corporation Company PAINT WARRANTY MEDTEC AMBULANCE CORPORATION warrants each new ambulance finished with PPG Fleet FInishes for a period of five (5) years or 60,000 miles (whichever occurs first) from the date of manufacturer's certification. With utilization of superior DX394 Low VOC Cleaner, DX330 & DX440 Wax and Grease Removers, DX1787 Etching Riler, NPC270 Primer Surfacer, DP LF Epoxy Primer, DBU Basecoat, DBU Oearcoat and related products, PPG finishes will guarantee in writing the durability of any paintwork perfonned by PPG Certified technicians to PPG monitored processes and standards. The finished areas shall be cov- ered for the following paint failures: Warranty Inclusions: Peeling or delamination of the topcoat and/or other layers of paint Cracking or checking due to failure of the product Loss of gloss caused by cracking, checking and hazing Any paint failure caused by defective PPG Fleet FInishes which are covered by this guarantee Warranty Exclusions: Paint deterioration caused by blisters or other film degradation due to rust or corrosion oliglnating from the substrate Hazing, chalking, or loss of gioss caused by improper care, abrasive polishes, cleaning agents, heavy-duty pressure washing, or aggressive mechanical wash systems Accidents, scratches, chips, bruises, gloss reduction accidents, acid rain, chemical fallout or acts of nature Claims presented without proper guarantee documentation Failures on finishes perfonned by non-PPG Certified Refinish Technicians Failures on finishes due to inadequate film builds THESE ARE THE ONLY WARRANTIES THAT MEDTEC AND PPG MAKE, AND All. OTHER EXPRESSED OR IMPllED WARRANTIES, INCLUDING WITHOUT llMITATIONS, Am WARRAN1Y OF FITNESS FOR PARTICULAR PURPOSE OR USE, ARE DISClAIMED BY MEDTEC AND PPG. Should repairs become necessary under the tenns of this warranty, the extent of that repair shall be detennined solely by MEDTEC AMBULANCE CORPORATION and shall be perfonned solely by MEDTEC AMBULANCE CORPORATION or a PPG Certified Commercial Repair Facility designated by MEDTEC AMBULANCE CORPORATION. The expense of any transportation to or from such repair facility shall be that of the purchaser and is not an item covered by this warranty. MEDTEC AMBULANCE CORPORATION reserves the unrestricted right at any time and from time to time to make changes in design of and/or improvements on its products without thereby imposing any obligation on itself to make corresponding changes or improvements in or on its products theretofore manufactured. Electrolysis: Electrolysis is caused by two or more dissimilar metals reacting against each other causing paint to lift and blister. The emergency vehicle industry has battled this problem for many years. Your new MEDTEC Ambulance comes standard with a protective coating of ECK applied between all handles, hinges, lights and hardware attachment points. This protective coating is designed to reduce and control the natural occurring process of galvanic corrosion (electrolysis), should you remove any of the components where ECK has been applied they must be recoated prior to re-installation. Since galvanic corrosion is a naturally occurring process and not a preparation or paint application problem it is not covered under the Medtec Paint Warranty. MEDTEC AMBULANCE CORPORATION will, however, at its discretion offer some expense relief on a per call basis if this should occu~ General guidelines are as follows: Up to 12 Months/12,000 Miles - 100% Coverage Up to 24 Months/24,OOO Miles - 75% Coverage Up to 36 Months/36,000 Miles - 50% Coverage Up to 48 Months/4B,000 Miles - 25% Coverage Note: Surety Bond, If a part of the sale of the vehicle to which this limited warranty is provides, applies only to the 12-month/12,000 mile Umited Warranty for such vehicle, and not to any other warranties made by Medtec or any Medtec Supplie~ Rev. 4/03 MEDTEC AMBULANCE CORPORATION 64697 U.S. 33 . Goshen, IN 46526 1VIE-3TE-::: An Oshkosh Truck Corporation Company LIMITED WARRANTY MEDTEC AMBUU>.NCE CORPORATION warrants each new ambulance manufactured by MEDTEC for a period of twelve (12) months or 12,000 miles from the date of delivery to the original retail purchaser by an authorized MEDTEC distributor or dealer to be free from defects in materials and workmanship under normal use and service. The obligation of MEDTEC under this warranty is limited to repairing or repladng, at its option, any part or parts thereof which shall, within twelve (12) months or 12,000 miles after delivery of such ambulance to the original retail purchase~ be returned with transportation charges pre-paid to an authorized MEDTEC distributo~ and which examination shall disclose to have been defective, except as hereinafter provided. The following items are excluded by MEDTEC warranty. Chassis or items supplied by chassis manufacturer Tires, tire balancing, or wheel alignments General tightening, light bulbs or headlamp adjustments Separately manufactured items installed by MEDTEC inciuding, but not limited to: batteries sirens, battery chargers, inverters, lightbars and similar equipment. These are covered by warranties supplied by the manufacturer of the components. Normal wear, abuse, acddent, negligence or unapproved aiteration of original parts. Should repairs become necessary under the terms of this warranty, the extent of that repair shall be determined solely by MEDTEC AMBUU>.NCE CORPORATION and shall be pelformed solely by MEDTEC AMBU- U>.NCE CORPORATION or a repair facility designated by MEDTEC AMBUU>.NCE CORPORATION. The expense of any transportation to or from such repair facility shall be that of the purchaser and is not an item covered by this warranty. MEDTEC AMBUU>.NCE CORPORATION reserves the unrestricted right at any time and from time to time make changes in design of and/or improvements on its products without thereby imposing any obligation on itself to make corresponding changes or improvements in or on its products theretofore manufactured. EXCLUSIONS AND LIMITATIONS: THIS MANUFACTURER'S WARRANTY IS PROVIDED IN PU>.CE OF ANY AND ALL OTHER REPRESENTATIONS OF EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICUU>.R PURPOSE. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF MEDTEC AMBUU>.NCE CORPORATION OR ANY OF ITS DISTRIBUTORS OTHER THAN SET FORTH IN THIS MANUFACTURER'S WARRANTY. YOUR RIGHT TO SERVICE AND REPU>.CEMENT OF PARTS ON THE TERMS EXPRESSLY SET FORTH HEREIN ARE YOUR EXCLUSIVE REMEDIES AND NEITHER THE MANUFACTURER NOR ANY OF ITS DISTRIBUTORS SHALL BE LIABLE FOR DAMAGES WHETHER ORDINARY, INCIDENTAL OR CONSEQUENTIAL. Note: Surety Bond, if a part of the sale of the vehicle to which this limited warranty is provides, applies only to the 12-month/12,000 mile Limited Warranty for such vehicle, and not to any other warranties made by Medtec or any Medtec Supplier. RevA/03 MEDTEC AMBULANCE CORPORATION 64697 U.S. 33 . Goshen, IN 46526 ., , .' 1VIE-3IEC An Oshkosh Truck Corporation Company 6-YEAR ELECTRICAL WARRANTY MEDTEC AMBULANCE CORPORATION warrants the integrity of the Command Zone electrical system on the new ambulance manufactured by MEDTEC for a 6-Year period from the date of delivery to the retail purchaser by an authorized MEDTEC distributor or dealer to be free from defects in materials and workmanship under normal use and service. The obligation of MEDTEC under this warranty is limited to repairing or replacing, at its option, any part or parts thereof which shall, after delivery of such ambulance to the original retail purchaser, be returned with transportation charges pre-paid to an authorized MEDTEC distributor, and which examination shall disclose to have been defective. Items specifically covered are: Electrical harnesses and harness installation Command Zone Input and Power Modules Any Supplemental Non-multipiexed Circuit breakers and relays Items excluded are: Chassis electrical systems and components installed by chassis manufacturer Color Display Screen (l-year limited warranty) PCCAR Computer and CDROM system (l-year limited warranty) Separately manufactured items installed by MEDTEC including, but not limited to: batteries, sirens, battery chargers, inverters, IIghtbars and similar equipment. These are covered by warranties supplied by the manufacturer of the components. Periodic tightening and cleaning of connection terminals as this is considered routine maintenance. Normal wear, abuse, accident, negligence or unapproved alteration of original parts. Should repairs become necessary under the terms of this warranty, the extent of that repair shall be determined solely by MEDTEC AMBULANCE CORPORATION and shall be performed solely by MEDTEC AMBULANCE CORPORATION or a repair facility designated by MEDTEC AMBULANCE CORPORATION. The expense of any transportation to or from such repair facility shall be that of the purchaser and is not an item covered by this warranty. MEDTEC AMBULANCE CORPDRATION reserves the unrestricted right at any time and from time to time to make changes in design of and/or improvements on its products without thereby imposing any obligation on itself.to make corresponding changes or improvements in or on its products theretofore manufactured. EXCLUSIONS AND liMITATIONS: THIS MANUFACTURER'S WARRANTY IS PROVIDED IN PLACE OF ANY AND ALL OTHER REPRESENTATIONS OF EXPRESS OR IMPliED WARRANTIES OF MERCHANTABIliTY AND FITNESS FOR A PARTICULAR PURPOSE. NO PERSON IS AUTHORIZED TO MAKE ANY REPRESENTATION OR WARRANTY ON BEHALF OF MEDTEC AMBULANCE CORPORATION OR ANY OF ITS DISTRIBUTORS OTHER THAN SET FORTH IN THIS MANUFACTURER'S WARRANTY. YOUR RIGHT TO SERVICE AND REPLACEMENT OF PARTS ON THE TERMS EXPRESSLY SET FORTH HEREIN ARE YOUR EXCLUSIVE REMEDIES AND NEITHER THE MANUFACTURER NOR ANY OF ITS DISTRIBUTORS SHALL BE liABLE FOR DAMAGES WHETHER ORDINARY, INCIDENTAL OR CONSEQUENTIAL. MEDTEC AMBULANCE CORPORATION 2429 Lincoln Way East. Goshen, IN 46526-9292