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HomeMy WebLinkAbout189591 TRAPEZE SOFTWARE GROUP INC - PURCHASE ORDER - 9133930City Of Fort Collins PO PURCHASE ORDER 913393er Page 133930 1 of 5 number must appear rhi: ll invoices, packing ps and labels. Date: 07/24/2013 Vendor: 189591 Ship To: TRANSFORT BUS FACILITY TRAPEZE SOFTWARE GROUP INC CITY OF FORT COLLINS PO BOX 202528 6570 PORTNER ROAD DALLAS Texas 75320-2528 CITY OF FORT COLLINS Colorado Delivery Date: 07/24/2013 Buyer: ED BONNETTE Note: Line Description Quantity UOM Unit Price Extended Ordered Price X-gate Annual Maintenance 1 LOT LS 13/14 PER INVOICE 13-1051292 DATED MAY 28, 2013. 5,650.00 In addition to the City of Fort Collins Standard Purchase Order Terms and Conditions, the following Federal clauses apply to this purchase order. 1. NO FEDERAL GOVERNMENT OBLIGATION TO THIRD PARTIES (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 (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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 City of Fort Collins PURCHASE ORDER PO Number Page 9133930 2of5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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)(1) 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 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 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 City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Fort Collins PURCHASE ORDER PO Number Page 9133930 3of5 This number must appear on all invoices, packing slips and labels. Line Description Quantity UOM Unit Price Extended Ordered Price 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 close-out 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 that 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, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a termination for convenience. c. Opportunity to Cure The City in its sole discretion may, in the case of a termination for breach or default, allow the Contractor 30 days 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 terms, 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. 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 9.9 %. 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 siqns with a subcontractor must include the City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 City of F,,�t Collins PURCHASE ORDER PO Number Page 9133930 4of5 rihis number must appear all invoices, packing lips and labels. Line Description "`"U""'r UOM Unit Price Ordered Price 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' s 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' s work by the City of Fort Collins and contractor s receipt of the partial retainage payment related to the subcontractor' s 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 DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of City of Fort Collins. 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. 8. 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. 9. Conformance with ITS National Architecture To the extent applicable, the Contractor agrees to conform to the National Intelligent Transportation Systems (ITS) Architecture and Standards as required by SAFETEA-LU § 5307(c), 23 U.S.C. § 512 note, and follow the provisions of FTA Notice, " FTA National ITS Architecture Policy on Transit Projects," 66 Fed. Reg. 1455 et seq ., January 8, 2001, and any other implementing directives FTA may issue at a later date, except to the extent FTA determines otherwise in writing. City of Fort Collins Director of Purchasing and Risk Management This order is not valid over $5000 unless signed by Gerry S. Paul 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 Total Invoice Address: City of Fort Collins Accounting Department PO Box 580 Fort Collins, CO 80522-0580 Purchase Order Tennis find Co Id'i one Page 5 of 5 1. COMMERCIAL GET AILS. Tax exemptions. By statute the City of Fort Cull im,uexcome loom slate and local axes.Om Exemption Numb o, IL NONWAIVER. 98-04502. Federal Excise Tax Exemption Ccmilient. id Registry 84-6000581 is registered with the Corona, of Failure of the Purchaser to insist upon most Performance of the terms and conditions hereof, failure ar delay I. Internal Revenue, Denver, Colorado (Ref. Colorado Revised Sutures 1973, Chapter 39-26, 114 (a). exemise any rights or remedies provide) herein or by Law, failure to promptly notify'the Seller in the evert of a breach the acceptance of or Payment for goads hereunder or approval of the design, shall nor release the Seller of Odds Rejected. GOODS REJECTED too to failure to meet speoificerions, either when shipped or due to defects of any of the warranties of obligations of this purchaa, order and shall not be deemed a waiver of any right of the damage in transit, may M returned to you for credit and are not to be replaced except upon ramp, of written purchxa to insist upon mold performance himomfor any of its rights or remedies as to any such gwds, regardless instructions from the City OfFoods Collins. of when shipped, received or attepap, as to any prior or subsequent default hereunder, nor shall any puryorded oral raw), fication or rescission of this purchase order by the Puahaser operate as is waiver of any of the terms Inspection. GOODS are subject o the City of For Collins inspection on arrival. heral Final Accepance. Receipt of the merchandise, services or equipment in response to this order can result in 12. ASSIGNMENT OF AN'I'[TRUST CLAIMS. authorized payment Tn the pan of the City of Fan Collins. However, it is o be understood thaFINAL Seller and the Purchaar recognize that in actual economic practice, overcharges resulting from onrirres, ACCEPTANCE is depended, upon completion of all applicable required inspection procedure s. violations are in Is,, tome by the Panderer, Theretofore, far cause and as cmeidemaion for executing this Functional, order. the Seller hereby assigns to the Purchaer my and all claims it may now have or hereafter Freight Terms . Shipments most be Rapt., City of Ivan Collins, 9110 Would Sr_ Fort Collins. CO 90522. unless acquired under fedeml or spate antitrust laws for such merchargcs Totaling m The panicalar goads or services cammonx specified TO his order. if permission is given a prepay freight and charge sepamuly, the original freight purchased or acquired by the Puehacr inrsnant to this purchase order. bill must accompny invoice. Additional charges for Ranking will not be medial 13, PURCI LASERS PERFORMANCE OF SELLERS OBLIGATIONS. Shipment Distance Where manufacturers have distributing points in us country, pans of The ae shipment is If the Purchr Theme nonconforming Or Seller to correct nonconforng defective goods by.&to to be agreed... n by, he expected from the nearest distribution poi,. to distinction, and excess freigh, will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafer indicates its inability or unwillingness to comply. the Purchaser shipments are made from greater distance. may cause the work TO be .,,fumed by the most experhanc s mete mailable to it, and the Seller shall pay.1I costs resncimed with such work. Permits. Seller shall procure a, sellers sole cost all amessary permits, certificates and licenses m dirty by all applicable laws, regulations, ordinances and rates of the state, municipality, Ierrimry or political subdivision where the work is pcifbntad, or required by any other duly constituted public antforiry having jurisdiction over the work of va d . Seger father agrees to hold the City of Fart Collins harmless from and against .11 liability and lass incurred by them by coastal arm asset led or co,blialod vimlariall of Tiny such Inws, tegulauons, ordinances, rates and mrmocarm,. Authorizmimn. All panics to this conloan agree thou the m,m,rrurro,, are, in fact, bona file and pmsms full and ompdec anmmity set bind said parties_ LIMiI'A'I ION OF'I ERMft I ITT I'wchdne Order expussdy limits acceptance ,. she Tams and conditions stated Lemon set forth and any o,,1enen,ary of additional tenor Tina emotions annexed here,. or ineamnmled option by reference Any Talitionof,, difcannenns Land candid ani..ased by seller are objected as and hereby jetted. 2. DELIVERY. PLEASE ADVISE PURCHASING AGENT immediatcdy if you cannot make complete shipment to arrive on your prepared delivery time as noted.'I line is of the essence. Delivery and performance muse be effected within the time stated on the purchase artier and the daceman¢ mirliel hereto. No Tons of the Purchasers including, without limitmion, accep4 ace alradial late delimnot, shall operate .To n waive, f,his prevision. In the event of any defy, the Puahaser shall have, in oldnion m .,her legzl.nnd arguable remedies. The muion of placing this order elsewhere and holding The Smile, liable to, dare,ms. However, he Seller shall net be liable tar d.mnges a. result of delays due to causes not alw reably roreaccable which are beyond in, reasonable control and without its fault of negligence, such ac¢ olGml, acts of civil or militay aathorp s, governmental penalties, fires, strikes, food, epidemics, wars or pots provided that notice of the conditions causing such delay is given to the Purchase, within five (5) days of the time when the Seller first received knowledge thetrof. In the ever of any inch delay, fie date of delivery shall be extended for the piped equal to the time actually test by reason ofthe delay. 3. WARRANT. The Seller warrant. Char all goods, anicla, maenals and walk covered by this order will contain with applicable drawings, specifications, samples ogAn, other descriptiores give., wi11 be fit far the purposes intended, and performed with the highest degree of care and competence in accordance with accepted standards for work, of a 'milsa retire. The Seller agma to hold the Pasq our hatless from any loss, damage or expense which The Purchaser may suffer or incur on account ofthe Sellers breach of waemnry. The Seller shall replace, repair or make goad, without cost to the purchaser, any defir s or faults arising within one (1) rear or withf such longer Isetiod of time as may M prescribed by law or by the banns of any applicable i,i mnty pmrided by The Seller after the date of acceptance of the mimic famished hereunder (acceptance not to He unreasonably delayed), resulting from imperfect or defective work done or mmeriab famished by the Seller. Acceptance or use of goods by the Purchaser shall not onspiNte a waiver army claim under This wnrta ay. Except as otherxise provided in this purchase oreea the Sellers liability hereunder shall emend to all damages proximately caused by the breach of any of The sampling communities or guarantees, but such liability shall in no event include loss ofpaufits or fuss ofuse. NO IMPLIED WARRANT OR MERCHANTABILITY OR OF FITNESS FOR PURPOSE SHALL APPLY. 4. CHANCES IN LEGALTERMS. The Purchaser may make changes m legal occurs by written change order. 5. CHANGES IN COMMERCIAL. I'IiRMS. The Purchase may minx any changes to Ili bamrs, other than legal lams, including additions to or deletions from the quantities originally ached in the ,,di-aons or drawings, by rarbal of wrincn change order. If any such change affects the amount the or life finr of Perarmnnce bncrun er, an equitable adjusnment shall be made. 6. TERMINATIONS. The Purchase, may at any limp by wriltat change order, remarete this agreement as to any or all portions of the goods Than not sfideal, st,hj,,l to any equitable sdjavir a, l between the parties To la any work or raftmals then in progress provided that the Purchaser shall n n be liable lie any ohms for anticipated Rmfts on The moomodcoul portion of the goods undm, work, for incidental or consequential damages, and that no such adjustment be made in favor ofthe Seller with respect to any goods which sea the Sellers standard stock. No such termination shall relieve the Purchaser or the Seller at any of their ohligaticm us to any goods delivered hereunder. ]. CLAIMS FOR ADI USI'M ENT. Any claim for adjustment must he rimmed within dairy (30) days from the date he change or a mina eel is Ordered. 8. COMPLIANCE WITH LAW. The Seller ..not That all goual and hereunder shall have been produced, sold, delivered and f fished in strict compliance with ail applicable laws and regulations to which the goods are subject. The Seller shall execute and deliver such documents as may be required I. clTec, or evidence compliance. All laws and regulations required to be incorporated in agreements of this character am hereby incorporated herein by this reference The Seller agrees to indemnify and hold the Purchaser harmlsees from all costs and damam , s rma d by the Purchaser as a result little Sellers failure to comply with such law. 9. ASSIGNMENT. Neither Early shall assign, transfer, or convey this order, or any monies due or to became due hereunder without the river writen demand of the other party. 10. TITLE. The Seller warrants full, clear and nonrestricted title to the Purchaser for all equipment, materials, and items furnished in performance of this agreement, free and clear of any and .II liens, numerical , mmuco eons, security interest encumbrances and claims Troffers. The Seller shall relearn the Purchaser rota its contractors of any tier from all liability and claims of any nature resorting from the arfontnmce at such work. This mleae sh:d1 apply osvn in ate mom of fall, of negligence of the Reny released and shall c.lend to flue directors, officers and cariployces ofaucb p:my. 'Ire Seller's mntntanal ubligwione, and m ng warranty, shall not be deemed to be reduced, in any way, because such wad: is perfornud or emtxJ to be Pelonnea by the Parchuur. 14. PAT Far S. Whamwer file Salter is regained to use any design, device, material or process covered by letter. patent, trademark or copyright. the Tel shall indenmify, and save le m,leess [lie Purchaser from Tiny and all cluims for infringement byre of the a of such pme reed design, devicmaterial or pm connection with the contract, and shall indroundy me rmahaeer fill nay cost, expense or damage whidu d may be obliged la pay by ream. ofsach inliia"rounr et any litre daring the prosecution or door We completion of the work. In case said equipment, or any pan thereofor she imendesl use of goads, is in such snit held to con9imte infringenenr and the use of said equipment or pun is enjoined, the Seller shall, at its awn expense and at its option, either procure for the Purchaser the right dt caminne tiring said equipment or pare, replace the same will, o bsontially equal bill tonffingiog equipment, monalify if sot becomes main inging. 15. INSOLVENCY. If the Seller shall became mob'ent or Expec T, make an assignment for one benefit of creditors, appoint a Or ambe Ibr any of the Sellers property or becomes, his once, may foMwith be canceled by the Purchaser without liability. 16. GOVERNING LAW. The de0nitions ofterms used or the interprelation of the agreement and the rights ofall parries bereunder shall be mmtrued under and governed blithe laws ofthe Stu¢ of Calomdo, USA. The following Additional Conditions apply only in cases where The Seller is or perform work hereunder. including the sm'ide, of Sellers Represemaloc(O. oa the premises ofothers. 17. SELLERS RESPONSIDIi.L Y. The Seller shall caery on said work in Sellers awn risk until the same k fully completed and accepted, and shall, in x of any accident, datmction or injury to the work proper nationals before Stllces final completion and acceptance. complete the work .1 Seller's own expense and to the sarisfn ion of the Puahaser. When ,.mends and equipment are famished by others for installation or erection by The Seller, the Seller shall receive, unload, store and handle same at the site and become responsible therefor re, though such materials and'or equipment were being furnished by the Sol Ica trade, the order. 18. INSURANCE. The Seller shall, al his own expense, ...vide for the payment of workers compensation, including occupational disease benelitc To iis.... pLayers employed on at in connection with the work covered by this purchase order, andsor to Their dependents in accordance with the laws of the sate in which the work is to be done. The Seller shall also may coul,mle ivr general liability including, bill not limited to, contractual and automobile public liability imurance will, hdlly injury .,,it deal, omits Ora, leas, S300,000 for any one Peracn, $500,000 foe any accident rand pmpemy Jumage limit per a,clake, of S400,000. The Seller sboll liken retain, his onlnmpgrs, if may, uT provide to, such compensation and the Sell e. Before any of SellersPurchaser or nice nmtruc.nr employees shall do any work anon the .remises Tf provide the sicker song fish the Ptrrefnser with a certificate Thin .nfch c nfpensmiun and imusucto lave been provided finch certificates stall specify the dale when such Tpp insurance and insurance hove been s that uc Such pen ation .shall specify the dine when inch compensation and a work exmplete'hc Seller u6an That such compensation end insurance shall be maintained until u0cr the emote work is completed and accepted. 19. PROTECTION AGAINST' ACCIDEN r S AND DAMAGES. The Seiler hereby assumes the entire res amsioility and liability for any and all damage, lass or injury of any kind or nature whatsoever to persons or property caused by or resulting from the execution of the work provided for in this purchase order or in connection herewith. The Seller will indemaify and hold hatless The Purchaser and any r all of the Purchasers officers, agents and employees from and against any and all claims, lasses, damages, charges or expenses, whether direct or indirta, anal whether to pareares or property to which the Purchaser may be pm or subject by reason of any act, action, neglect, omission or default on The pan of the Seller, any of his contmctors, or any of the Sellers or contractors Tficcrs, agents or employees. In case any suit or offer proceedings shall be brought against the Purcheer. or its officers, agents or employees at any time on account or by reason of any ace, action, neglect, omission or default of the Seller of any of his contactors or any of its or Their oficers, agents or employees m aforesaid, The Seller hereby agrees I. assume the defnsx thereof and to defend the more at the Sellers own expense, to pay any and all casts, charge, am meys fees and other expenses, any said all judgments That may be incurred by or obtained apparel The purchaser or any of its or Their officers, agents or employees in such suits or other proceedings, and in case judgment or other her be placed upon or obtained against the progeny order Purchaser, or said panics in or as a result ofsach suits or other proceedings. the Seller will at once cause the same to be disxked and discharged by giving bond or otherwise. The, Seller and his commebrs shall take all safety prmamions, fumhh and install all guuds necessary for the prevention of accident, comply with all laws and regulations with regard w safety including, but without Balmier, The Occupational Safety and Health Act of 1970 and all roles and regulations issuedpursuant therein. Revised 03UOIO