Penn Care/FIRE/199,677/AmbulancePenn Care, Inc.
Carmel Fire Department - 2014
Appropriation #44- 650.03; P.O. #24661
Contract Not To Exceed $199.677.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ( "Agreement ") is
hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board
of Public Works and Safety ( "City "), and Penn Care, Inc., an entity duly authorized to do
business in the State of Indiana ( "Vendor ").
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and /or services (the "Goods and Services ") from Vendor using City
budget appropriation number 44. 650.03 funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder
shall be no more than One Hundred Ninety Nine Thousand Six Hundred Seventy Seven Dollars
($199,677.00) (the "Estimate "). Vendor shall submit an invoice to City no more than once every thirty
(30) days detailing the Goods and Services provided to City within such time period. City shall pay
Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's
invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are
in conformance with the specifications set forth in Exhibit A, are submitted on an invoice that
contains the information contained on attached Exhibit B, and Vendor has otherwise performed and
satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4, WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to
those certain specifications, descriptions and /or quotations regarding same as were provided to
Vendor by City and /or by Vendor to and accepted by City pursuant to or as part of that certain City of
Carmel Fire Department Bid Proposal Package for "2015 Ford F -450" received by the City of Carmel
Board of Public Works and Safety on or about December 17, 2014, all of which documents are
incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended
use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement
have been selected by Vendor based upon City's stated use and are fit and sufficient for their
particular purpose.
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Penn Care, Inc.
Carmel Fire Department - 2014
Appropriation #44-650.03; P.O. #24661
Contract Not To Exceed $199,677.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ( "Effective
Date "), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein;
(c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom.
The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney
fees) for injury, death and /or damages to any person or property arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
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Penn Care, Inc.
Carmel Fire Department - 2014
Appropriation #44- 650.03; P.O. #2466
Contract Not To Exceed $199,677.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
tees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran
status.
12. E- VERIFY
Pursuant to I.C. § 22 -5 -1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E- Verify Law "), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E- Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E- verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E- Verity program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E- Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E- Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E- Verify Law. The requirements of this paragraph shall not apply should the E-
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON- ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
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Penn Care, Inc.
Carmel Fire Department - 2014
Appropriation #44- 650.03; P.O. #24661
Contract Not To Exceed $199,677.00
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County,
Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
Carmel, Indiana 46032
If to Vendor: Penn Care, Inc.
1317 North Road
Niles, Ohio 44446
ATTENTION: Anthony L. Crum
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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Penn Care, Inc.
Carmel Fire Department - 2014
Appropriation #44- 650.03; P.O. #24661
Contract Not To Exceed $199,677.00
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed
invoice amount of conforming Goods and Services delivered as of the date of termination, except
that such payment amount shall not exceed the Estimate amount in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 20_and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
23. HEADINGS
All heading and sections of this Agreement are inserted for convenience only and do not form a part of this
Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
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Penn Care, Inc.
Carmel Fire Department - 2014
Appropriation #44- 650.03; P.O. #24661
Contract Not To Exceed $199,677.00
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
Penn Care, Inc.
By: By:
Ja n( es Brainard, Presiding Officer
ate .i "'7- /
Mary L n Bur e, Me be
Date
ATTEST:
ana Cordray, IAM , Clerk- Treasurer
Date: 1-7 zS
X?, It—
Authorized St; ature
/a/ (to�
Printed Name
. SJes fe,ottser, ;u t
Title
FID,rnN: 311-17.go c{ 1
Last Four of SSN if Sole Proprietor:
Date: /2- 21/- /1/
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PURCHASER:
PURCHASE AGREEMENT
December 17, 2014
SELLER:
Penn Care, Inc
1317 North Rd
Niles, 01-144446
Seller sells to Purchaser (2014 Braun Chief XL on a 2015 Ford F-450 4x4 chassis), as per the attached
specifications and modifications, F.O.B. (Van Wert, Ohio). The Seller shall not be liable for failure to deliver or for
any delay in delivering the motor vehicle covered by this agreement where such failure or delay is due, in whole or
in part, to any cause beyond the control or without the fault or negligence of the Seller. Delays from the chassis
manufacturer will result in extended delivery time as will changes to this contract once the contract has been placed
with Braun Industries. Additions or deletions can only be made if the vehicle has not passed that point in production.
PURCHASE TERMS
One (1) 2014 Braun Chief XL on a 2015 Ford F -450 4x4 chassis.
Price $ 212,877.00
Less Ford FIN rebate (QF130) - $ 3,200.00
Less Trade In (2003 International/Horton Type I) - $ 10,000.00
Final Purchase Price $ 199,677.00
TRADE -IN DESCRIPTION: 2003 International / Horton Type I VIN #3HTMNAAL83N585815
TRADE -IN AND APPRAISAL: Where Purchaser wishes to trade -in a used motor vehicle as part of the
consideration for the motor vehicle ordered, Seller may appraise the trade -in at the time of the execution of this
order by Purchaser. Seller also reserves the right to reappraise the trade -in at the time of delivery. The seller shall
not alter a Trade -In appraisal from the time of the initial appraisal until the time of delivery unless:
1. Intervening factors indicate an apparent decrease in the value of the trade -in over and above ordinary wear
and tear.
2. A change occurs in the mechanical performance of the vehicle.
3. Emergency and /or medical equipment has been removed that initially was included with the motor vehicle.
EXHIBIT _ "k
4
DELIVERY OF TITLE TO SELLER: Purchaser agrees to deliver to the seller satisfactory evidence of title to any
trade -in vehicle used as part of the consideration for the motor vehicle ordered at the time of delivery of such motor
vehicle to Seller. Purchaser warrants any trade -in vehicle to be his property free and clear of all liens and
encumbrances except as otherwise noted on this agreement.
NON - REFUNDABLE DEPOSIT: The Seller shall have the right upon failure or refusal of Purchaser to accept
delivery of the ordered vehicle or to comply with the terms of this Agreement, to retain as liquidated damages any
cash deposit.
DESIGN CHANGES BY THE MANUFACTURER: The Manufacturer has reserved the right to change the design of
any new motor vehicle, chassis, accessories, or parts of new vehicles at any time without notice and without
obligation to make the same or any similar changes upon any motor vehicle, chassis, accessories or parts of
vehicles previously purchased by or shipped to seller or being manufactured or sold in accordance with Seller's
orders. In the event of any such change by the manufacturer, Seller shall have no obligation to Purchaser to make
this same or any similar change in any motor vehicle, Chassis, accessories or parts of the vehicle covered by this
agreement either before or after delivery to Purchaser.
PAYMENT OF SALES AND USE TAXES: The price for the motor vehicle specified in this agreement does not
include Sales Taxes and Use Taxes (Federal, State, or Local) unless expressly stated. Purchaser assumes and
agrees to pay, unless prohibited by taw, and such Sales, Use, or Occupational Taxes imposed on or applicable to
the transaction covered by this agreement, regardless of which party may have primary tax liability.
EXECUTION OF OTHER DOCUMENTS: The Purchaser, before or at the time of delivery of the motor vehicle
covered by this agreement will execute such other forms of agreement or documents as may be required by the
terms and conditions of payment indicated on the front of this order or as required by law.
PAYMENT OF BALANCE DUE AND ACCEPTANCE BY PURCHASER: The Purchaser agrees to pay the
balance due on the terms specified and to accept delivery of the ordered motor vehicle within seven (7) calendar
days after notification that the vehicle is ready for delivery. In the event Purchaser fails to take delivery of the
vehicle, Purchasers Deposit may be retained by Seller as liquidated damages for Seller's expense and efforts in
this matter. In addition, Seller may dispose of or sell such ordered vehicle as Seller deems reasonable.
WARRANTYS: Purchaser accepts vehicle AS IS ". No representation has been made by Seller except as herein
stated and no warranty's, expressed or implied, may arise except from this writing. All warranty's are issued by the
chassis manufacturer, the ambulance builder, and component parts suppliers and seller shall have no liability with
respect to warranty's issued by the chassis manufacturer, the ambulance builder, and component parts suppliers.
(Purchasers Name)
BY:
BY:
PURCHASER
DATE:
Penn Care Inc.
BY: L L
Anthony L r m
Sales Representative
DATE: 12- 17 -I-1
SELLER
.:EXHIBIT A
20E
City of Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
3540000M
ONE CIVIC SQUARE
CARMEL• INDIANA 46032 -2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997
PAGE 1t
PURCHASE ORDER MASER
231
THIS NUMBER MUST APPEAR CM INVOICES. /
VOUCHER, DELIVERY MEAD, PAOUNG sur
SHIPPING LABELS AND ANY OOARESPONDENC
URCHASE ORDER DATE
12114
DATE REQUIRED l REQUISITION NO. I VENDOR NO
VENDOR
Pram Cane Inc.
1317 North Road
Niles, 014 444
DESCRIPTION
SHIP
TO
Cannel Fire Department
2 Carmel Civic Square
Cannel, IN al1302
jd17) 871 •l
PAYMENT TERMS
FREIGHT
L
DESCRIPTION
- UNR PRICE 1 EXTENSION
Acoourd 4400.03
1 Each 2014 Braun Chief XL on 2015 Ford F450
4r4 Chassis
Send Invoice To:
Cannel Fire Department
2 Cannel Civic Square
Cannel, 1P4 -
PLEASE INVOICE IN DUPLICATE
PROJEC 1 PROJECT ACCOUNT
DEPARTMENT
ACCOUNT
$102.077.00 5109,877.00
Sub Total• $129.877.00
AMOUNT
Cannel Fare Department
SHIPPING INSTRUCTIONS
• SHIP REPAID.
• C.O.D. SHIPMENTS CANNOT BE ACCEPTED
• PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
• TNIS ORDER ISSUED IN COMPLIANCE WTM CHAPTER 99, ACTS 1915
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
24661
DOCUMENT CONTROL NO.
ORDERED BY
PAY-MENTX IE II Tn�aan �])
• NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THEW,
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
• I HEREBY CF T IAT RE IS AN LITTOBLNUT 'D BALANCE IN
THIS AP PRC GHENT TO PAY FOR 15 ABOVE ORDER.
TITLE
CLERK - TREASURER
VENDOR COPY