The URL can be used to link to this page

Home My WebLink About189591 TRAPEZE SOFTWAR GROUP INC - PURCHASE ORDER - 9114143City of PURCHASE ORDER PO Number I Page 9114143 I 1017 ktColli� Date: 07/19/2011 Vendor : 189591 TRAPEZE SOFTWARE GROUP INC PO BOX 202528 DALLAS Texas 75320-2528 Delivery Date: 07/19/2011 Note: Line Description Pass 2 Pass Mon 3 Plan 4 OPS 5 COM City of Fort Collins Director of Purchasing and Risk Management This order 15 not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing. PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com This number must appear on all invoices, packing slips and labels. Ship To: TRANSFORT BUS FACILITY CITY OF FORT COLLINS 6570 PORTNER ROAD Quantity Ordered 1 LOT 1 LOT 1 LOT 1 LOT 1 LOT CITY OF FORT COLLINS Colorado UOM LS LS LS LS LS Buyer: Unit Price Invoice Address: JAMES HUME Extended Price 12,300.00 4,891.00 4,695.00 20,064.00 4,065.00 City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number I Page City of ktColli� 9114143 I 2017 This number must appear on all Invoices. packing slips and labels. Line Description 6 FXJBlockbusdter FEDERAL CLAUSES 1. NO GOVERNMENT OBLIGATION TO THIRD PARTIES No Obligation by the Federal Government. Quantity Ordered 1 LOT UOM Unit Price LS (1) The Purchaser and Contractor acknowledge and agree that. notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying contract, absent the express written consent by the Federal Government. the Federal Government is not a party to this contract and shall not be subject to any obligations or liabilities to the Purchaser. Contractor. or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying contract. (2) The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified. except to identify the subcontractor who will be subject to its provisions. 2. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS Program Fraud and False or Fraudulent Statements or Related Acts. (1) The Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq . and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 31, apply to its actions pertaining to this Project. Upon execution of the underlying contract, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying contract or the FTA assisted project for which this contract work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. (2) The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(l) on the Contractor, to the extent the Federal Government deems appropriate. (3) The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 3. ACCESS TO RECORDS AND REPORTS Access to Records - The following access to records requirements apply to this Contract: A. Where the Purchaser is not a State but a local government and is the FTA Recipient or a subgrantee of the FTA ReCipient in accordance with 49 C.F.R. 18.36(i), the Contractor agrees to provide the Purchaser, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to Invoice Address: City of Fort Collins Director of Purchasing and Risk Management Extended Price 8.936.00 This order is not valid over $5000 unless signed by James B. O'Nelll ll, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com City of Fort Collins Accounting Department PURCHASE ORDER PO Number I Page City of ktColli� 9114143 I 3017 This number must appear on all invoices, packing slips and labels. Line Description Quantity Ordered UOM Unit Price any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 C.F.R. 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 U.S.C. 5302(a)1. which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. B. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. C. The Contractor agrees to maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until the Purchaser, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). D. FTA does not require the inclusion of these requirements in subcontracts. 4. FEDERAL CHANGES Federal Changes - Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between Purchaser and FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this contract. 5. TERMINATION a. Termination for Convenience The City may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Government's best interest. The Contractor shall be paid its costs, including contract closeMout costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the City to be paid the Contractor. If the Contractor has any property in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. b. Termination for Default If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or, if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the City may terminate this contract for default. Termination shall be effected by serving a notice of termination on the contractor setting forth the manner in which the Contractor is in default. The contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the City thai the Contractor had an excusable reason for not performing, such as a strike, fire, or flood, events which are not the fault of or are beyond the control of the Contractor, the City, afier setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. Invoice Address: City of Fort Collins Director of Purchasing and Risk Management Extended Price This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522M0580 Phone:970-221-6775 Fax: 970-221M6707 Email:purchasing@fcgov.com City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 City of PURCHASE ORDER ktColli� PO Number I Page 9114143 I 4017 This number must appear on all Invoices, packing slips and labels. Line Description Quantity Ordered UOM Unit Price c. Opportunity to Cure The City in its sale discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the notice of termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to The City' s satisfaction the breach or default of any of the lerms, covenants, or conditions of this Contract within ten (10) days after receipt by Contractor of written notice from the City setting forth the nature of said breach or default, the City shall have the right to terminate the Contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude the City from also pursuing all available remedies against Contractor and its sureties for said breach or default. d. Waiver of Remedies for any Breach In the event that the City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Contract, such waiver by the City shall not limit the City's remedies for any succeeding breach of that or of any other term, covenant, or condition of this Contract. 6. CIVIL RIGHTS REQUIREMENTS Civil Rights - The following requirements apply to the underlying contract: (1) Nondiscrimination - In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. (2) Equal Employment Opportunity - The following equal employment opportunity requirements apply to the underlying contract: (a) Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 C.F.R. Parts 60 et seq ., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunily," 42 U.S.C. § 2000e note), and wilh any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (b) Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § § 623 and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (c) Disabilities - In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S.C. § Invoice Address: City of Fort Collins Director of Purchasing and Risk Management Extended Price This order is not valid over $5000 unless signed by James B. O'NeIllU, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221·6775 Fax: 970-221·6707 Email:purchasing@fcgov.com City of Fort Collins Accounting Department PURCHASE ORDER PO Number I Page City of ktColli� 9114143 I 50f7 This number must appear on all invoices, packing slips and labels. Line Description Quantity Ordered UOM Unit Price 12112. Ihe Contractor agrees that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 C.F.R. Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. (3) The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 7. DISADVANTAGED BUSINESS ENTERPRISE (DBE) a. This contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs. The national goal for participation of Disadvantaged Business Enterprises (DBE) is 10%. The agency's overall goal for DBE participation is 7.6 %. A separate contract goal [has not] been established for this procurement. b. The contractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of this DOT-assisted contract. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as City of Fort Collins deems appropriate. Each subcontract the contractor signs with a subcontractor must include the assurance in this paragraph ( see 49 CFR 26.13(b)). The successful bidder/Offeror will be required to report its DBE participation obtained through race-neutral means throughout the period of performance. c. The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor' 5 receipt of payment for that work from the City of Fort Collins . In addition, is required to return any retainage payments to those subcontractors within 30 days after incremental acceptance of the subcontractor 5 work by the City of Fort Collins and contractor s receipt of the partial retainage payment related to the subcontractor' 5 work. d. The contractor must promptly notify City of Fort Collins whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any OBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. 8. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS Incorporation of Federal Transit Administration (FTA) Terms - The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT, whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, as set forth in FTA Circular 4220.1 F, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any City of Fort Collins requests which would cause the City of Fort Collins to be in violation of the FTA terms and conditions. 9. GOVERNMENT-WIDE DEBARMENT AND SUSPENSION (NONPROCUREMENT) Invoice Address: City of Fort Collins Director of Purchasing and Risk Management Extended Price This order Is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221·6775 Fax: 970·221·6707 Email:purchasing@fcgov.com City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 PURCHASE ORDER PO Number I Page City of ktColli� 9114143 I 60f7 This number must appear on all Invoices, packing slips and labels. Line Description Suspension and Debarment Quantity Ordered UOM Unit Price This contract is a covered transaction for purposes of 49 CFR Part 29. As such, the contractor is required to verify that none of the contractor. its principals. as defined at 49 CFR 29.995. or affiliates. as defined at 49 CFR 29.905, are excluded or disqualified as defined at 49 CFR 29.940 and 29.945. The contractor is required to comply with 49 CFR 29, Subpart C and must include the requirement to comply with 49 CFR 29, Subpart C in any lower tier covered transaction it enters into. By signing and submitting its bid or proposal, the bidder or proposer certifies as follows: The certification in this clause is a material representation of fact relied upon by the City of Fort Collins. If it is later determined that the bidder or proposer knowingly rendered an erroneous certification, in addition to remedies available to the City of Fort Collins, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The bidder or proposer agrees to comply with the requirements of 49 CFR 29, Subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The bidder or proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. 10. ENERGY CONSERVATION REQUIREMENTS Energy Conservation - The contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. Total Invoice Address: City of Fort Collins Oirector of Purchasing and Risk Management Extended Price $54,951.00 This order is not valid over $5000 unless signed by James B. O'Neill II, CPPO City of Fort Collins Purchasing, PO BOX 580, Fort Collins, CO 80522-0580 Phone:970-221-6775 Fax: 970-221-6707 Email:purchasing@fcgov.com City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522·0580 Purchase Order Terms and Conditions L COMMERCIAL DETAILS. Tu exempliQlIS. Uy statulc Ihe City of 1'011 Collins is e�empl from state and locil taxes. Our Excmplion Nl,lInber is 98·04S02. !'.-dellli E�cisc Tax Exemplion Cenificale of Regislry 84-6000587 is regiSlcn:d wilh Ihe Collcelor of Inlcmal Revenue, O\'nver, Colondo {Ref. Colondo Revised Stalules 1973, Chapter 39-26, 114 (I). Good5 lkjceled. GOODS REJECTED due 10 failure to nlCC1 specifiealions, eilhcr when shipp;d or duo: 10 ddceli of damage in Inlillsl, may be relunlcd 10 you for eredil and arc nO( 10 be replaced cxecpl upon receipi of wril1cn inS1rUcliQlI$ from Ihe Cily ofl'on Collins. Inspo.."("tion. GOODS Irc iubjccl 10 the Cily ofFon Collins inspection on Imvil. Final Acceplancc. Rceeipt of the merchandise, serv� or equipment in rcsponse to this order can resull in authorited paymell1 on Ihe pan of the Cily of Fon Collins. !io .... 'Cver, il is 10 be underslood Ihat FINAL ACCEPTANCE is dependem upon completion of all applicable rcquircd inSflCICion procedures. Freighl Ten11S. Shipment� muSI be 1'.0.11., Cily or Fon Collins. 700 Wood SI., Fon Collins. CO 80522, unless olhcrwise specified on Ihis order. If permission is given to prepay frcighl and charge sepal1ltely, Ihe original frcighl bill must lceompany invoice. Additional chargcs for p8(king will nOI be accepled. Shipment Distance. Where ma'lUfaClurers have diwibuling poinls in various pans of Ihe counlry. shipment is expecled from Ihe neareSI dimibulion poilll 10 d''Slinalion, and excess freigln will be dl-ducled from Invoice when shipmenlS arc made from grcaler diSlnnce. I'enuils. Seller shall procur� 81 sell�rs sole COSI all nceeS5llry permils. eenificalcs Bnd lieense$ rcquir�-d by all 3P1)licable law�, regul�lions, ordinances and rules of Ille Siale, municipality, terrilory or polilical subdivision where Ihe work i5 l>crforllll-d, or r�quircd by any olher duly conStilUled public uUlhority having jurisdieliolL oyer Ihe wOlk of vendor. Sellcr further agrees 10 hold Ihc City of Fort Coltins harmless from and againsl all liabililY lnd loss incurred by them by reason of an asserted or cslablished violation of any such laW$, regu13lions, ordinanccs, rules and requiremenlS. Aulholizolioll. All Ilarlies to this ConltllCI agree Ihat Ihe reprc:scnlaliycs arc, in fael, bona filk and po5SCss full and complete aUlhOOty 10 bind said panics. LIMITATION OF TERMS. This Purehase Order e�prcssly limits lI«cplance 10 Ihe tC1Il1$ Ind eondilions 113ted h�in 5I:t forth and Iny supplemclliary or addilional ternlS and condilions anne�l-d herelo or incorpomted herein by reference. Any Iddiliolllli or different lemlS and cooditions proposed by seller are objceled to.nd hereby rcjceted. 2. DELIVERY. PLEASE ADVISE PURCI IASING AGENT imnlcdialcly if you caMOI make complelc shipment to .mve on your promised delivery date u notoo. Timc is oflhe essence. O\'liyCf}' and perfomlancc mU$l be effceled wilhin lhe time Slated 011 Ihe purchase order and Ihe documents '''ochoo herelo. No acts of Ihe Purehasers including, willtoul limitalion, leeeplancc of partial lale deliveries, shill opl'rate 1$ a w.i,"Ct of this provision. In Ihe evenl of.ny dday. Ille Purchaser shall have, in addilion to Olher legal lnd t'<iuilable renlcdies, the opIiQlI of pladng this order cI!iCwherc Ind holding Ihc Seller liable for damab'CS. Uowcver, Ihe Seller shall not be liable for damages IS. result of delays due 10 causes nOl reasonably foreseeable which arc beyond ils rellSQl1ablc conlrol.nd without ils flult of negligel\("e, such acts of God, IciS of civil or mililary lulhorilies. govCTmTHm'al priorilies. fires, sITikes, nood, epidemics, Wlrs Dr riOls llrovided Ihal nOlice of Ihe condilions causing such delay is given 10 Ihe I'urchaser wilhin five (5) days of lhe lime when Ihe Seller firsl received knowledge Ihereof. In Ihe cwnl of any such delay, Ihe dale of delivery shall be ulendcd for Ihe period equal 10 Ihc lime aClually 10SI by rcason of the delay. 3. WARRANTY. The Seller wammlS Ihal all goods. articles. nlalerials and work covcred by Ihis order will conform wilh applicable (\llIwings. sllCcifiemions. snmpJcs andlor olher dcscriplions given, will be fil for Ihe purposes im�nded, and pcrforml-d wilh Ihe highesl degree of cnrc and eonlpelcnce in accordance wilh aeceplcd Slnndards for work of a similar nalUre. The Seller agrecs 10 hold Ihc purehaser hamlless from any loss, dama8e or e�pensc which the Purchascr nloy sutTer or incur on aCCOUil1 of lhe Sellers breach of warranlY. The Seller shall replace, repair or make 800d, wilhoul eO$t to Ihe purchaser, any defcels or faults arising wilhin 01lC (1) ycar or wilhin such tonger period of time as may be preseribl-u by law or by the IcmtS of any applicable warnul1y provided by Ihe Seller after the date of acceplancc of Ihc goods furnished hereunder (acecplance nOl 10 be unreasonably delayed). resulting from imjX"rfctl or dcrcelive won. done or malerials furnished by the Seller. Acceptance or use of goods by Ihe Purchaser shall nOl cOlmitule a waiycr OflllY claim under this wamlnly. Excepl as olherwise provided in lhis purchase order, lhe Sellers liability hereunder shall eXlend 10 all damages pro�imalcly caused by Ihe breach ofany oflhe foregoing warranlies or lluaranll"("s. bUI such liability shall in no evenl include loss ofprolits or loss of use. NO IMPLIED WARRANTY OR MERCUANTAUJLlTY OROI' FITNESS FOR PURPOSE SHALL APPLY. 4. CIIANGES IN LEGAL TERMS. The Purchaser lilly nUlkc changt'S to leill tCTmS by wrinen change order. S. CIIANGES IN COMMERCIAL TERMS. The Purchaser may ma�c any chanb'CS 10 Ihe lemlS. olher than legal terntS, illCluding addilions 10 or dclC1ions from Ihe quamilies originally onLcn.-d in Ihc specificalions or dlllwings, by verNl or wril1en challge order. If Iny sucll July 19, 2011 Trapeze Excluded Parties search File Edit View Favorlte� Tools Help Ie Exc�lded Pa!1les Ust System I .. h ),"tlox • HIe... Search Results for Parties Excluded by Firm. £n'''�. Qr 'I ... �!, T"p�,. ,\, of !9.J"'·�0l1 ';4Q I'r.\ �OT s.v<> '" 1,I'rEPlS You, .. �rch f�lurn.d no ' ..... ,1 •. Do(Urllellt:\ .. ',dHklo$oftE ... MfvlJ.,P,H,##b"il ,J-Internet Title: Trapeze Date: July 19, 2011 CONTRACT CHECKLIST FOR NON-COMPETITIVE PROPOSALS (SOLE SOURCE) Checklist Item Contract File Comments Location 7) Independent Cost Estimate The City made and documented an Completed 7/15 independent cost estimate before receipt of proposals. 10) Unnecessary Experience and Excessive Bonding Unnecessary experience and excessive n/a bonding requirements were not included in this solicitation or contract documents. 11) Organizational Conflict of Interest (OCI) If there is an apparent or potential OCI the solicitation contains provisions to eliminate or mitigate the conmct (e.g. by inserting a clause No that prohibits the contractor from competing for the follow-on contract to the current design or research contact) and OCI Certification is submitted by the contractor. 12) Arbitrary Action There was no arbitrary action in the procurement process. (An example of arbitrary action is when award is made to No other than the contractor who most satisfied all the City requirements as specified in the solicitation and as evaluated bv staff.) 13) Brand Name Restrictions Brand Name or Equal. When it is impractical or uneconomical to provide a clear and accurate description of the technical requirements of the property to be acquired, a "brand name or equal" description may be used to define the performance or other salient characteristics of a specific type of property. The City must identify the salient characteristics of the named brand that n/a offerors must provide. When using a "brand name" specification, the City does not need to reverse-engineer a complicated part to identify precise measurements or specifications in order to describe its salient characteristics. FT A's "Best Practices Procurement Manual," (BPPM) contains additional information on preparation of specifications including examples with specific language. 14) Geographic Preferences The solicitation contains no in-State or local NO geographic preference except where Federal statutes mandate or encourage them. 15) Contract Term Limitation The contract period of performance for rolling stock and replacement parts does not exceed five (5) years inclusive of options without prior nla written FTA approval. For all other types of contracts, the procurement file contains evidence that the contract term is based on sound business judgment. 18) Award to Responsible Contractor The City made a determination that it was Completed This contractor has awarding to a responsible contractor performed work satisfactorily for considering such matters as contractor integrity, compliance with public policy, record the City in the past. of past performance, and financial and technical resources. 19) Sound and Complete Agreement This contract is a sound and complete agreement. In addition, it includes remedies Comply for breach of contract and provisions covering termination for cause and convenience. 24) Clear, Accurate, and Complete Specification A complete, adequate, and realistic specification or purchased description was available and included any specifications and nla pertinent attachments which define the items or services sought in order for the bidder to properly respond. 38) Sole Source if other Award is Infeasible The contract file contains documentation that award of a contract was infeasible under small purchase procedures, sealed bids, or competitive proposals and at least one of the following circumstances applies: (1) The item was available only from a single source. (2) Public exigency for the requirement did not permit a delay resulting from a competitive solicitation. (3) An emergency for the requirement did not permit a delay resulting from a competitive solicitation. Justification completed, services (4) The FT A authorized noncompetitive available from a single source. negotiations. 7/18 (5) Competition was determined inadequate after (6) The solicitation item procured of a number was an of associated sources, capital maintenance item (as defined in 49U.S.C., Paragraph 5307 (a) ( 1) that is procured directly from the original manufactured or supplier of the item to be replaced and the grantee first certified in writing to the FT A: (i) that such manufacturer for supplier is the only source for such item; and (ii) that the price of such item is no higher than the price paid for such item by like customers. 39) Cost Analysis Required Cost analysis and profit negations were performed (initial award and modifications) And documented for price reasonableness Completed was established on the basis of a catalog or market price of a commercial product sold in substantial quantities to the general public or on the basis of prices set bv law or regulation. 40) Evaluation of Options The option quantities or periods contained in the contractor's bid or offer were evaluated in order to determine contract award. (To be n/a eligible for Federal funding, options must be evaluated as part of the price evaluation of offers, or must be treated as sole source awards.) 42) Written Record of Procurement History The file contains records detailing the history of this procurement. At a minimum, these records include: (1) the rationale for the method of Completed procurement, (2) Selection of contract type, (3) reasons for contractor selection or rejection, and (4) the basis for the contract price. 43) Exercise of Options The grantee exercised an option on this contract adhering to the terms and conditions of the option stated in the contract and detenmined that the option price was better n/a than prices available in the market or that the option was a more advantageous offer at the time the option was exercised. If an option was not exercised under this contract, check NA. 44) Out of Scope Changes The grantee amended this contract outside the scope of the original contract. The amendment was treated as a sale source n/a procurement (complying with the FTA requirements for a justification, cost analysis and profit negotiation). 45) Advance Payment Provisions The contractor did not receive an advance payment utilizing FT A funds and the contract NO does not contain advance payment provisions or, if it did, prior written concurrence was obtained from FT A. 46) Progress Payment Provisions The contract contains progress payments based on costs incurred (as opposed to percent of completion) and the contract contains a provision giving the grantee title to property (materials, work in progress, and NO finished goods) for which progress payments are made. The contract may contain other security in lieu of obtaining title. 47) Time and Materials Contracts This is a time and materials contract; the grantee determined that no other type of No contract is suitable; and the contract specifies a ceilinq price. 48) Cost Plus Percentage of Cost This is not a cost plus a percentage of cost No type contract. 49) Liquidated Damages Provisions This contract contains liquidated damages provisions and the assessment for damages No is specified in the contract at a specific rate per day for each day of overrun in contract time. 50) Piggybacking 1) The file contains: Assignability provisions. nfa 2) The procurement file contains: Price reasonableness determination. 56) Clauses This contract contains the appropriate FTA Comply wf PO required clauses. July 18, 2011 To: Jim O'Neill, Director of Purchasing and Risk Management From: Jim Hume, Buyer Subject: Exception to use of competitive bidding under $200,000 Title: Purchase of Trapeze Software Support and Maintenance Budgeted Amount: $ 54,951 Purchase Amount: $ 54,951 Background: Transfort has used Trapeze software for about 15 years. A competitive negotiation process was used for the initial purchase. Maintenance support for this software cannot be obtained from anyone but Trapeze. The offered price for such support is less than last year's cost in spite of increases in fleet size and dispatch requirements. Trapeze has been a responsible vendor and their offered price is fair and reasonable. Though CPI adjustments could have increased their prices by about $1200 over 2010 pricing, the company lowered the prices of three application maintenance products, resulting in overall pricing $3,489 less than last year. Exception to Competitive Bidding Rationale: FTA Circular 4220.1 F When the recipient requires supplies or services available from only one responsible source, and no other supplies or services will satisfy its requirements, the reCipient may make a sole source award. I approve this sole source purchase of maintenance from Trapeze. Jim O'Neill, FNIGP, CPPO Director of Purchasing and Risk Management DATE: July 15, 2011 TO: Jim Hume FROM: Karl Gannon Memorandum SUBJECT: Trapeze Software - Justification of Costs I find the 201 1/2012 maintenance fees for Trapeze Software to be fair and equitable based on: the 2011/2012 fees are in line with previous year's maintenance fees, differing only because of increased/decreased fleet sizes and Dispatch requirements. In fact, we recently completed ajoint audit of assets related to Trapeze fees and I am confident that we are not being awarded costs for unused assets. Original maintenance fees were based on 20% of the license cost with an annual aIlowable adjustment based on the CPI for the Denver/Boulder region. Transfort has used Trapeze software products for nearly 15 years and we are pleased with past support and assistance. Please let me know if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970 )41 6-2087 �rapezeTM Software Support Invoice City of Fort CollinslTransfort Atln:Accounts Payable 6570 Portner Road Fort Collins, CO 80525 USA Trapeze PASS Number of Workstations: 9 Up to 299 Booked Trips Coverage period June 01, 201 1 • May 31, 2012 Ge-q,. �t� 6' �4t:IL-:� L- V �'S99e; 1s g 1...1 yo::\'t '. -.::.::s; VIA \,\UMk- ��rz.. ', � gq S"ct \ �: �S"4-,15'1 . 00 A( c ; �,,"",\1;,G � �t> V�.> .2.<t. o'" CO 03 1. �'S"$ � '2-t::> � c.,1.C,02.OH A �ii><""v.� .,,- Vv><Q.L . State Tax · Exempt Total payable in USD Please Make Payment To Trapeze Software Group Inc. P.O. Box 202528 Dallas, TX 75320·2528 Invoice Date Contract No. Due dale Contract type Project No: 11·106080 June 28, 2011 0000000549 June 01, 2011 012PTMAINT $12,300.00 L..tv\£ I - -# 12/,00 - rA.S'<; LIV\t 7.... - �1I(8Cc I - ri\'SS !\.lot-.! L - .., � 4 G'lS' - :PL.AN I I'\\:. J -' ( L\V\6 If - $.20,0('4 - orrS L\V\� .s - � '1,ObS' - CoVl-\ l,lt\E' £ - ��/G3b - FX ! 1X<X.:. ll()vfl('a2 $0.00 $12,300.00 ._ www.trapezegroup.com 5800 Explorer Drive, 5th floor . Mississauga, Ontario l4W 5K9 Canada · t. 905.629.8727 • f. 905.238.8408 8360 East Via de Ventura, Suite L�200 • scottsdale, Arizona 85258 U.S.A .• t. 1.80.627 .8400 • f. 480.627.8411 «'TrapezeT" Software Support Invoice City of Fort ColJinsiTransfort Attn:Accounts Payable 6570 Portner Road Fort Collins, CO 80525 USA Trapeze PASS MON Number of Workstations: Up to 18 Paratransit Vehicles Coverage period June 01, 2011 - May 31, 2012 State Tax - Exempt Total payable in USD Please Make Payment To Trapeze Software Group Inc. P.O. Box 202528 Dallas, TX 75320-2528 Invoice Date Contract No. Due date Contract type Project No: 11-106079 June 28, 2011 0000000548 June 01, 2011 1451TSMAIN $4.891.00 $0.00 $4,891.00 www.trapezC.group.com S800 Exptorer Drive, 5th floor . t4ississauga, Ontario L4W 51<9 Canada . t. 905.629.8727 • f. 905.238.8408 8360 East Via de Ventura, Suite l-200 • Scottsdale, Arizona 85258 U.S.A .• t. 480.627.8400 • f. 480.627.8411 <-<-Trapeze ™ Software Support Invoice City of Fort CoilinsfTransfort Attn:Accounts Payable 6570 Portner Road Fort Collins, CO 80525 USA Trapeze PLAN (RID & HH) Number of Workstations: Upto 25 Peak Vehicles Coverage period June 01, 201 1 - May 31, 2012 State Tax - Exempt Total payable in USD Please Make Payment To Trapeze Software Group Inc. P.O. Box 202528 Dallas, TX 75320-2528 Invoice Date Contract No. Due date Contract type Project No: 11-106078 June 28, 2011 0000000547 June 01, 2011 012PTMAINT $4,695.00 $0.00 $4,695.00 www.trapezegroup.com 5800 Explorer Drive, 5th floor . t�ississau9a, Ontario L/,W 5K9 Canada · t. 905 .629.8727 • f. 905.?.38.8/,OB 8360 East Via de Ventura, Suite L··200 ' Scottsdale, Arizotl<1 85258 U.S.A .• t. 480.627.&400 ' f. 480.627 .8/�11 «Trapeze" Software Support Invoice City of Fort Collins/Transfort Attn:Accounts Payable 6570 Portner Road Fort Collins, CO 80525 USA Trapeze OPS N umber of Workstations: Up to 75 Total Drivers Coverage period June 01, 2011 - May 31 ,2012 State Tax - Exempt Total payable In USD Pleasa Make Payment To Trapeze Software Group Inc. P.O. Box 202528 Dallas, TX 75320-2528 Invoice Date Contract No. Due date Contract type Project No: 11-106077 June 28, 2011 0000000546 June 01, 2011 012PTMAINT $20,064.00 $0.00 $20,064.00 __ LO"""". "' .. qW""· ",<;r� __ " .. ,",,_-______ . __ ._ .. __ � __ '. _ ______________ www.trapezegrOlJP·com 5800 Exp[orN Drive, 5th floor . l�issiS5auga, Ontario l4W 5K9 Canada · t. 905.629.8727 • f. 905.23 8.8/,08 8360 East Via de Ventura, Suite L�200 . Scottsdale, Arizona 85258 U.S.A .• t. 480.627.8400 · f. 480.627.8411 «Trapeze™ Software Support Invoice City of Fort ColiinsfTransfort Attn:Accounts Payable 6570 Portner Road Fort Collins, CO 80525 USA Trapeze INFO COM Number of Workstations: Up to 25 Peak Vehicles Coverage period June 01, 2011 • May 31, 2012 State Tax · Exempt Total payable in USD Please Make Payment To Trapeze Software Group Inc. P.O. Box 202528 Dallas, TX 75320·2528 Invoice Date Contract No. Due date Contract type Project No: 11.106076 June 28, 2011 0000000545 June 01, 2011 012PTMAINT $4,065.00 $0.00 $4,065.00 ____ __________ www. trapezegroup.com 5800 Explorer Drive, 5th floor ' Mississauga, Ontario l4W SK9 Canada It t. 905.629.8727 • f. 905.238.8408 8360 East Via de Ventura, Suite l�200 ' Scottsdale, Arizona 85258 U.S,A. · t. 480.627.8400 ' f. 480.627.8411 «'TrapezelM Software Support Invoice City of Fort CollinslTransfort Attn:Accounts Payable 6570 Portner Road Fort Collins, CO 80525 USA Trapeze FX/BLOCKBUSTER Number of Workstations: 1 Up to 25 Peak Vehicles Coverage period June 01, 201 1 - May 31, 2012 State Tax - Exempt Total payable in USD Please Make Payment To Trapeze Software Group Inc. P.O. Box 202528 Dallas, TX 75320-2528 Invoice Date Contract No. Due date Contract type Project No: 11-106075 June 28, 2011 0000000544 June 01 , 2011 012PTMAINT $8,936.00 $0.00 $8,936.00 ___________ VlWW. trapezegroup. com 5800 Explorer Drive, 5th floor . Mississauga, Ontario L4W 5K9 Canada ' t. 905.629 .8727 • f. 905,238.8408 8360 East Via de Ventura, Suite L-200 • Scottsdale, Arizona 85258 U.S.A .• t. 480,627.8400 ' f. tiBO.6?7.8411 Date of Estimate: 7/1512011 Cont-ad Type: Existing Contract or PO (YIN): N Description of Goods (AJ or Services (B): Trapeze Sof':ware -A'lMua! Maintenance fees I have obtained the following estimate from; pl.!brrshcd Price Ust' Past Pricing {dalel Engineering orTeetdncal Estimate (performed by) Incepeno:ientTnird Party Estlmate(perfu!Tl1ed by) Other (specifiy} 6130/2010 Independent Cost Estimate (EstimaCost te O)Estimate tcu.lated if! DetaHs: US Dollars) B Estimates are based on pest pricing plus a 20/0 lnereasefor lfJe 2010 CPl lna-ease. C Note: Actual costs may "elY per product depending en fleet vehicles and paratranslt dispatch needs. DATE: July 15, 2011 TO: Jim Hume FROM: Karl Gannon Memorandum SUBJECT: Trapeze Software - Justification of Costs I find the 201 112012 maintenance fees for Trapeze Software to be fair and equitable based on: the 201 1/2012 fees are in line with previous year's maintenance fees, differing only because of increased/decreased fleet sizes and Dispatch requirements. In fact, we recently completed a joint audit of assets related to Trapeze fees and r am confident that we are not being awarded costs for unused assets. Original maintenance fees were based on 20% of the license cost with an annual allowable adjustment based on the cpr for the Denver/Boulder region. Transfort has used Trapeze software products for nearly 15 years and we are pleased with past support and assistance. Please let me know if you have any questions that I can answer. Thanks, Karl Karl Gannon City of Fort Collins Transfort / Dial A Ride (970)41 6-2087 change afefcts Ihe anlouni due or Ihe lime of pcrfomllnce hcrcunder. an equilable adju51111enl shill be milk. 6. TERMINATIONS. The I'urehaser may II any time by wrinen change order. terminate Ihis agreenlCnl 1$ to Iny or all poniQlIS of Ihe goods then 1I0t shipped, subjcet to any equilable adjUSlmenl belween the parties as 10 any wOlk or malerials Ihen in llrogress provided Ihal Ihe Purehaser shall nOi be liable for any claims for anlicipaled profils on the unconlpleted portion oflhe goods and/or wOlk. for incidental or con5Cquenlial damages, and Ihat no such adjustmenl be made in favor orlhe Seller wilh respcct lo any goods which 8rc Ihe Sellers siandard S101:k. No such temlinalion Shall relieye Ihe I'urchaser or the Sl'llcr orany Orlheir obligalions as 10 any goods delivered hereunder. 7. CLAIMS FOR ADJUSTMENT. AllY claim for adjuSIl11CIlI must be nsscned wilhin Ihiny (30) days from Ihe date Ihe ehallge or tenllinnlion is ordCT\-.l. . 8. COMPLIANCE Wlnl LAW. The Seller warranlS Ihnl all goods sold hereullder shall have been produced, sold. delh'ered and furnisbed in sITiet compliance wilh all applicable laws and regulalions 10 which the goods arc subjecl. The Seller shall exctute alld deliver such docunl�nls all may be lequired to effecI or cvidellCe compliance. All laws and rcgulatiollS rC(juired 10 be incorporaled in agrecmenls of this character are hereby incorponled herein by this rcfcrence. The Seller agrees to indemnify and hold the I'urchaser harmless from all COSts and damages suffel�-d by the Purchlser lSI rcsull oflhe Sellers failure to comply wilh such law. 9. ASSIGNMENT. Neither pany shall assign, transfer. Dr con\"Cy Ihis order, or any monics due Of 10 beconlC duo: hereunder ..ithoul ... lhe prior wril1en consenl oflhe OIher party. 10. TITLE. The Seller wamnts full. eleu and unrel1ricted lilk to thc Purchaser for III t'<i"ipmenl, material5, Ind ilcnl� furnished in perfon11ance of Ihis agreemenl, free and cleu of any and III liens. rcsniclions, reservations, $ceurily inlercl1 eneUmbral1«S ,nd dainlS of Ollie IS. Page 7 of 7 II. NONWAIVER. Flilurc of Ihe Purchaser 10 ill$ist upon $lril;I perfonnanec oflhe l�rntS and condilions Ilcrcof. failure or Iklpy 10 ellerci!iC any riglus Of remedies provided herein or by I�w, failur� to prof"plly nOlify the Seller in Ihe evem of a breach, Ihc Icccplance ofor payment for goods hereunder or '[lIIIoval oflbe design, shall nO( release Ihe Sellerof Iny of the warranlies or obligalions of Ihis purchase OrUcr and shall nOl be deemed I waiver of any righl of Ihe purchaser 10 insist upon snicl performance hm:ofor Iny ofit$ righli or remedies as 10 Iny such goods, regardless of ""'hell shipped, received or accepted, 1$ to any prior or sub$cquent default hereunder, nor shall iny purponed 01111 modification or reseission of Ihis purchase order by the Pun:huer opl'l1'Ile .s I ..i...-cr of any of the lemlS hereof. 12. ASSIGNMENT OF ANTITRUST CLAIMS. &lIer and Ihe Purchaser n:rognize Ihat in actual economil; pracliee, o\'ereharges resulting from anlill\l$1 yiolalions Bre in fact borne by Ihe Pun:hascr. TllCl1Itofore, for 1l00d calISe Ind $S con�ideralion for exceuling Ihis purchase order, Ihe Seller hereby assigns 10 Ihc Purehaser Iny and all claims il may now have or hercafler acquired under fedenl or Siale .nlill\lSI laW$ for such overeharges Idaling 10 Ihe panicular goods or 5I:"'ices purchased or acquired by Ihe Purchaser pursuant 10 this purchase order. 13. PURCHASERS PERFORMANCE OF SELLERS OULlGAT10NS. Iflhe PurehaserdirccIS Ihe Seller 10 correl'l n01\confonlling or defl"("tiYe goods by. dale 10 be agreed upon by the I'urehaser and Ihe Sellcr, and the Seller thcrcafter indieales its inability or unwillingness 10 comply, Ihe Purehaser lIlay cause Ihe work 10 be performoo by Ihe JllOSI expeditious Iilcans available 10 it. and Ihe Seller shall pay all costs associated willi such work. The Seller shall release Ihe Purehaser and ils COnitaelors of ally lier from all liabilily and claims of any nalure resulting frol1l lhc performnnce of such wOlk. This release shall apply even in the eyent of fault of ncgligellCe of the party released and shall eXlend to Ihe diT\'Clors, officers and employees of such pany. Tile Sellen conlraC1ual obligations, including Wamlnly, shall nOi be dccmed to be reduced, in .ny way. because such work is perfomu:d or causcd 10 be performed by Ihe Purchaser. 14. PATENTS. Whenever Ihe Seller is rC1:)uired 10 use any design, dcvice, malaial or process covered by Leller, patent, tradcm:uk or copyrighl, the Seller sh.all inlknmify Ind save harmless Ihe Purch.aser from Iny and III claims for infringemenl by rellSQl1 of Ihe use of such palCtlted design. device. malerial or proccss in conncelion wilh the conlract, and shall illdcmnify Ihe Purehaser fOf any C051, expense or damage ""'hich it may be obliged 10 pay by rcason of such infringcmem II .ny linlC during Ihe prosecution or Ifter Ihc conlplelion of the work. In case said t'<iuipmem, or any pan Ihereof Of Ihe imended usc of Ihe goods, is in such iuit beld 10 coo51ilute infringemCtlt Ind Ihe use of said t'<iuipmenl or pan is eltioined, Ihe Seller sh.ll, ., its own expense and at its OfIiIon. eilher procure for Ihc Purchaser Ihe ligbl 10 coolinue using said t'<iuipnlCni or pans, replaee Ihe sanlC wilh subslanlially C1:)ual but noninfringing cquipnH:nl, or modify il so il blume, noninfringing. IS. INSOLVENCY. If Ihe Seller shall beconlC insolvenl or bankT\lpl, make an assignnH:nl for Ihe lII'ncfit of tredilors, appai", I receiver or IMlee for any of Ihe Sellers propeny Dr business, Itlis onJer may fonhwilh be canceled by Ihe Purchaser Wilhoul liability. 16. GOVERNING LAW. The definitions oftcrnlS used Dr Ihe interprelalion oflhe Dgreemelll alld Ihe rights of nil parties hereunder shall be eOnSIT\led under and governed by Ihc laws ofille SI31e of Col 0111 do, USA. The following Addilional Condilions apply only in cases where Ihe Sellcr is to perform work hereunder. including the services ofScllers Repre!iCnl�live(s), on Ihe pn:mises of olhers. 17. SELLERS RESPQNsmtLITY. The Seller shall carT}' on said work at Sellcr's own risk unlil the SlIme is fully conlpleled and accepled. and shall. in case of any Becidenl, dCSII\ICIion or injury 10 Ihe work andlor materials before Seller's final complelion and .ceeplance, eonlp1cle Ille work II Seller's own expense Iltd 10 Ihc sntisfactiOll of lhe Purchaser. When malerials Ind cquipmenl Irc furnished by Olhers for inSlalialiOlI or erection by Ihe Sellcr. Ihe Seller shall receive, unload, store and handle same al Ihe sile and beeome responsible lhen:for 1$ Ihough such malerials andlor t'<iuipnlCni were being furnished by Ihe Seller ullder Ihe order. IS. INSURANCE. 11lc Seller shall, al his own e�pcnse. provide for lhe payn>cnl of wolkers compensnlion. including occupalional disease: benefits, to its cmployees cmployed on Of in conllCClion wilh Ihe wOlk covered by Ihis purchase order, anoJlor 10 Iheir dependents in lceordance wilh Ihe laws of Ihe Slate in which Ihe woO: is 10 be done. The Seller Shall also carT}' comprehensive general liabilily including, but not limiled 10, colul1l1lC1al alld automobile public liabilily insurance wilh bodily injury IIId dealh timitl> of al leas! SJ.O,OOOO for Iny 01"lC person, S500.000 for Iny 01lC accidcnl Ind JIfOInICy damage limil per .ecidenl of 5400.000. The Seller shall likewise require his eOOlnctOl"$, if Iny, 10 provide for such COOlpcnsalion Ind insurance. !J.cfore Iny of the Sellers or his conlraCIOl"$ employees shall do any work upon the premises of others. Ihe Seller shill furnish Ihe Purchaser wilh a cen;fie"e Ihat such conlpCtlSlltion and insurancc have been llrovided. Such cenificaiCS shall specify tile date when such compensalion and insurance have been provided. Such eenifieales �hall spc<:ify Ihe dale whcn such eompensillion and insulllncc cxpircs. The Seller agrees Ihn! such conlpcnsalion and insul1lnce shall be mainlaincd unlil ancllhe cmire wOlk is completed and accepled. 19. PROTECTION AGAINST ACCIDENTS AND DAMAGES. The Seller hereby assulHes Ihe entire respollsibilily and liability for any and all damage, loss or i'ljury of any kind Dr nalure whalsocver to persons or property caused by or resulling from lhe exeeulion of lhe work provided for in Ihis purehase onJcr or in connection hcrcwilh. Thc Seller will illdemnify and hold harmless Ihe Purchaser and any or all of Ihc Purchasers officers. agents and employees from and agnillst allY and all claims, losses, damages, cbarges or expenses, whelher direct or indirecl. and whelber 10 persons or prollCny 10 which Ihe Purehaser may be put or subjcet by reason of any ael, sClion, negkcl, omission or default 011 Ihe pan Of lhc Seller. any of his conlnclors, or any of Ihc Sellers or contraclOrs omcen, agcnls or employees. In case any suit or DIller proceedings shall be broughl againSI Ihe Purchaser, or its omeers, .genls or employccs 81 any lime on accounl or by reason of any aCI, action. neglcel, omissioo Dr defaull of Ihe Seller of any of his conlracrors or any of its or Iheir officers, agents or employees as afQl"(said, Ihe Seller hereby agrces 10 assume Ihe defen!iC Ihereof and 10 defend the same al ,he Sellers own expense, 10 pay Iny Ind all e051S, charges, al10meys fees and OIher e�pcllSC$, Iny and III judgnlCnts Ihat may be incum:d by Of obIained againsl the Purchaser or .ny of its or lheir officers. agenls or employees in such suilS or olher proceedings, and in Clse judgmcnl or other lien be placed upon or ob.Iined 19ainsl lhe propeny oflhe Purchaser, or said par1ics in or IS. rcsuh of such suils or olher proceedings, lhe Seller will at Ol"lCe cause Ihe same to be dissoh·ed.nd discharged by giving bond or olllerwise. The Seller and his COn!rIC101$ shall 1a�e all safety prccaulions, furnish and install all guuds nc:ceWiry for lhe ptC\'enlion of accidents, comply wilh all laws and regulalions wilh regard ,0 ufely illcluding, but wilhoul limilalion. Ihe Occ�lional Safely Ind lleallh Act of 1970 Ind all rulei Ind regulalions isslled pursu'm thereto. Revi!iCd 0312010 PO Box 580 Fort Collins, CO 80522-0580 PO Box 580 Fort Collins. CO 80522-0580