HomeMy WebLinkAbout189591 TRAPEZE SOFTWARE GROUP INC - PURCHASE ORDER - 9136887City of
Fort Collins
PURCHASE ORDER
PO Number Page
9136887 1of5
This number must appear
on all invoices, packing
slips and labels.
Date: 01/03/2014
Vendor: 189591 Ship To: TRANSFORT BUS FACILITY
TRAPEZE SOFTWARE GROUP INC CITY OF FORT COLLINS
PO BOX 202528 6570 PORTNER ROAD
DALLAS TX 75320-2528 CITY OF FORT COLLINS CO 8052
Delivery Date: 12/26/2013 Buyer: ED BONNETTE
Note:
Line Description Quantity UOM Unit Price Extended
Ordered Price
OPS-MON Maintenance Fee 1 LOT LS 3,328.00
Prorated thru 5/31/2014
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
on the Contractor to the extent the Federal Government deems appropriate.
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
�,.For_t Collins
PURCHASE ORDER
PO Number Page
9136887 2of5
This number mus7appear
on all invoices, p
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
(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.
53ERMINATION
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
PO
PURCHASE ORDER 913688er Page
City. of 9136887 3 of 5
Flirt Collins
oll I n d+ This number must appear
,�—,J`' ` ` J 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 remedv as Cit,
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
9136887 4o15
This number must appear
on all invoices, packing
slips and labels.
Line Description Quantity UOM Unit Price Extended
Ordered Price
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' 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.
7.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 writinq.
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
Purchase Order Terms and Conditions
Page 5 of 5
L COMMERCIAL DF.I'AILS.
Tax exemptions, By statute the City of Fort Coll ix isexempt fromsmteand local taxes. Our Exemption Number is ILNONWAIVER.
98 04502. Federal Excise Tax Exemption Cimarron, of Registry 94d00o587 is registered with the Collector of Failure of the Purcbmm to insist upon strict performance ofthe terms and conditions hereof, failure or delay m
]normal Revenue, Denver, Colorado (lief. Colorado Revised Statutes 1973. Chapter 39-26, 114 (a). exercise any rights or remedies provided herein or by law, fad lure to promptly notify the Sella in the event of a
breach, the noveptanre of or payment for goods hereunder or approval ohhe design, shall not release the Seller of
Goads Rejected, GOODS REJECTED due to failure m meet specifications, either when shipped or due to defects of any of the warranties or obligations of this purchase older and shall not be deemed a waiver of any right of the
damage in ,mans, may be moment to you for credit and arc not m be replaced except upon receipt of winners Purchaser to insist upon strict Performance hereof or any of its rights or marches as to any such goods, regardless
Momentum from Ns. City of Von Collins, of when shipped, received or accepted, as to any prior or subsequent default hereunder, nor shall any puryoned
MI modification or rescission of this purchase older by the Purchaser operate m a waiver of any of the trams
Inspection. GOODS are subject to the City of Pon Collins inspection on arrived hereof.
Final Acceptance. Receipt of the merchandise, services or equipment in response to this older can result is 12.ASSIGNMENT OF ANTITRUST CLAIMS.
-battered payment n the pan of the City of For Collins. However, it is to be understood that FINAL Seller and the Purchater rearignize that i actual economic practice, o ercharges resulting fmm antitrust
ACCEPTANCE dependent upon completion of all applicable required inspectionprocedures. violations arc in fact home by the Paradoxes. Theremfon,ifor igood cause and as consideration for executing this
purchase older, the Seller hereby assigns to the Purchaser any and all claims it may now have or broacher
Freight Teams. Shipments must be F.O.D., City of Fan Collins, 700 Wood St., Fort Collins, CO 80522, unless acquired under federal or suite antitrust laws for such overcharges selating to the pan enflar goods or services
Mhmwise specified on this old. If permission is given to prepay freight and charge sepamtely, toe original freighl purchased or acquired by We Pmchxer pursmnt to this purchase order.
bill most accompany invoice. Additional charges for Packing will not be accepted.
13. PURCHASERS PERFORMANCE OF SELLERS OBLIGATIONS,
Shipmenl Distant,ilTem manufacturers have distti,toing points in varsion,pans of she country, shipment is Ifthe Purchaser directs We Seller to correct nonconforming or defective goods by a dater be agreed upon by the
expelled fmm the insurers di aribution point as dminmion. and excess (might will be deducted from Invoice when Purchaser and the Seller, and the Seller thereafter indicates its inability or unwillingness to comply, she pardoner
shipments are made Gam War,, river., may came the weak to her performed by the most expeditious means available to it and the Seller shall pay at I
casts associated with such work.
Permits. Seller Shan procure at tillers sole dos, .11 coce nary pnmim, certificates and licenses required by a0
applicable laws, regulations, reformers and Mies of the stale, municipality, territory or Political suWisision where
the work is performed, or sequitM by any other duly contimmd public authority having jurisdiction over the work
of vendor. Seller further agrees to hold the City of Fall Collins harmless fmm and against all liability and loss
incurred by them by reason of an asserted or established violation of any such laws, repossesses, embalmers, rates
and requirements.
Authoritarian. All probes to this contract agree that the repiexntatives arc, in fat bona fide and possess full and
omplete authority N bind said panic.
LIMITATION OF TERMS. This Purchase Older expressly limits acceptance to the terms and conditions stated
herein set forth and any supplementary or additional Nuns and conditions wneved hereto or incorporated herein by
reference. Any additional or different terms and conditions proposed by setter are objected to and hereby rejected.
2. DELIVERY.
PLEASE ADVISE PURCHASING AGENT immediately if you cannot make complete shipment,o arrive on your
promised delivery dam as noted. Time is of the essence. Delivery and pan'ormnnce must be e0'celed within the time
stated on the purchxe order and the doca neon anached heron. No acts of the Purchasers including, without
limitation, acceptance ofpanial late deliveries, shall operate as a waiver of this provision. In the event ofany delay,
the Purchaser shall have, in addition n, other legal and equitable rancdics, lire option ofplocing this order elsewhere
and holding the Seller liable for damages. Iloweves, the Sel let shall not be liable for damages as a result of delays
due o mugs not reasonably foreseeable which are beyond its swearrdale coal I nod with.., its fault of negligee
uehareOfGod,a,,, Of .,.I or military authorities, governmental prioritis, fire, strikes, flood, epidemics, wars or
no¢ provided that notice ofthe conditions furring melt delay is given M, the Purchaser ..,hot rive (5) days of toe
time when the Seller first received knowledge ihaaifl III the recur if any such delay, the data ufdeloary shall be
extended residue period cgmfl m We time ncmnlly lot, by nano o1'Ne delay.
3. WARRANTY.
'the Seller waranm shut all goads, articles, n usuats and work covered by this order will contains with applicable
drawings, specifications, samples and/or Other dew,imi,nts given, will be fit for the Pu,pows intended, soil
mrUM-d wi,h the highesl degree or core .ad rempounce in accordance with accepted standards for work of a
-miler nature. The Sd1cr agrees to hold the archaic, harmless from any axis, dunrnpe .r expense wbidh Ill
Purchaser may suffer or incur on account ofthe Sellers breach of wumnty. life Seller shall replace, repair or make
good, without cost to the purchases, any defect ai foul¢ raising orders One (1) year M within such longer period Of
time as may be prescribed by law or by the teens ol'any applicable evammty p.,tried by toe Seller after the late Of
seace,poince, of the goods famished hereunder (acceptance n.uo be unreasonably delayed), r rasing from mperfect
or defective work done or materials famished by the Seller. Acceptance or use of goods by the Purchaser shall not
onstimm a waiver of any claim under this winners . Except as mhmwlse provided in this purchase older, the Sellers
liability befeundel shall extend to aft damages pmxi.amely caused by the breach .(any ofthe foregoing ism -sum,
or guarantees, bur such liability shall in no event include loss of unfits or loss of use. NO IMPLIED W'ARRAN'rY
OR MERCHANTABILITY OR OP FITNESS FOR PURPOSE SHALL APPLY.
4. CHANGES IN LEGAL TERMS.
The Purchaser may make changes to legal tests by written change under.
5. CHANGES IN COMMERCIAL TERMS.
The Purchases may make any changes to the temn, other firms legal moves, including additions to or deletions fmm
the quantities originally ordered in the specification or drawings, by sabot or women change order. If any such
change afters the am.unl due or the time ofperfb—.lc lummader, an equitable adjustment shall be node.
fi. TERMINATIONS.
The Purcbmer may a, any time by ..on change older, mimini to his agreement as 10 any or all panic m of the
goods then not shipped, subject many equitable adjustment b<fwaen the panim as to any work or materials then in
progress provided War me Purehu r shall not be liable lot any claims for anticipated plants on the uncompleted
portion of the goods amber and, for incidental or consequential damages, and that no such adjustment be made in
favor ofthe Seller wish monies to any guar's which am the Sellers standard stock. No such lamination shall reline
the Purchaser or the Seller of any oftheir obligations as to any goals delivered hereunder.
T CLAIMS FOR ADJUSTMENT.
Any claim for adjustment must be moored within thirty (30) days from the date the change or termination is
ondned.
8. COMPLIANCE WITH LAW.
The Seller warrants that all good sold heeunder shall have been produced, sold, delivered and famished in strict
compliance with all applicable laws and regulations to which the powers arc subject The Seller shall execute and
deliver such documents as may be emotional 1. effect or evidence compliance. All laws and regulations required 1. be
ncoryomted in agreements Of this character am hereby incorporated herein by this reference. The Seller agrees to
indemnify and hold the Parishes harnlms fmm all costs and! &rages suffered by the Purchase, as a rivals of the
Sellers failure to comply with such low.
9. ASSIGNMENT.
Neither Way shall cosign, mansfer, or convey this Order, Or any monies due or to become due hereunder without the
pear wrirten concern ofthe other parry.
10, TITLE.
The Seller woman,, full, clear and uavemiiemd tide to the Purchaser for all equipment, materials, and items famished
in performance of this agreement free and clear of any and all liens, restrictions, ormilmions, security interest
encumbrances and calms channels,
The Seller shall release the Pmdbmea and its contmnaie of any tier from all liability and claims of any nature
resulting from the performance of such work.
This seems shall apply even in the event of fault of negligence of the party released and shall extend to the
direcmrs, officers and employees ofsuch parry.
The Seller's contractual obligations, including warranty, shall not he deemed to be reduced, in any way, because
such work is perfarmed Or coxed so be, Performed by the purchxn.
14. PATENTS.
Whenever the Seller is eryuired to use any design, device, material or pmcess coveral by letter, patent, vadrnad
r copyri&hf, the Seller shall indemnify and save harmless the Pi rehaer from any and al I claims for infringement
by remon of the me of such patented desiym, devisce, material or process in cournection with the mnmact, and
shall indemnify the Purchaser fur any cost, expense or damage which it may be obliged to pay by re of such
infringement a, any time during the Prosecution or after the completion of the work. In case said equipment, or
any pan thereof or the intended me of the goods, is in such suit held to constitute infringement and the use Of
said equipment or pan is enjoined, the Seller shall, at its own expense and at its option, either procure for the
Purchaser the night 10 continue using said equipment or pans, replace the same with substantially equal had
noninfringing equipment or modify it so it becomes noninfringing.
IS. INSOLVENCY.
If the Seller shall become insolvent or bankrupt make an assignment far the benefit of creditors, appoint it
orcriver or Mists, for any of the Sellers property or business, this Order may forthwith be canceled by the
Purchaser amlam liability.
16. GOVERNING LAW.
The definiumn, of terms used or interpretation of the agreement and the rights of al l panics hrmnder shall be
conslmed under and governed by We laws of We Some ofColarndo, USA.
'Cre following Additonal Carder sus apply only in wove the Seller is m re
perform walk heumlm,
including tiar services Of es Sellers Reprenmtive(s), On theses prensism of ethers.
17. SELLERS RESPONSIBILITY.
The Seller shall carry on said work M Seller's own risk umil she mute is fully completed and accepted, and shall,
in se of any accident, destruction or injury m the work arbor materials before Seller's final completion and
weplance, complete she work at Seller's owe expense and m she satisfaction Of the Purchaser. When materials
and equlpmem 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 as though such materials soldier equipment
were being famished by,he Seller under she older.
18. INSURANCE.
The Seller shell, a[ his own expense, p.side for the payment of workers confirmation. including occupational
disease benefits, to its employees employed on or in connection with the work covered by this purchase order,
and/or to their dependents in accandance wish the laws of the some in which the work is to be done. The Seller
shall also carry comprehensive general liability including, but nut limited to, concluded and automobile public
liability insurance with bodily injury and death limits of at least S3 W,000 for any one person, S500,000 for any
me accident and property damage limit per accident of S400,000. The Seller shall likewise require his
oxntmaoa, if any, to provide for such c.mpensaion and insurance. Before any of the Sellers or his commaton
employees shall do any work upon she premises of others, the Seller shall famish the Purchaser wish a certificate
dust such compensation and insurance have been provided. Such certificates shall specify the date when such
compensation and insurance have been provided. Such cenificmes shall specify the &m when such comprnsmion
and imvrzn¢ expim. The Seller agrees that such mmpenation and insurance shall be mmmusined mall after the
entire cork is completed and accepted.
19. PROTECTION AGA11ST ACCIDENTS AND DAMAGES.
The Seller hereby assumes the entim mopanibiliry and liability for any and all damage, loss or injury army kind
r sature whamoever to persons or pmperry cznxd by or resulting from fare execution after work provided for in
this purchase older or in connection herewi ft The Seller will indemnify and bold harmless We Purchasers 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 incurred, and whether to persons or propeny to which the Purchaser may
he put or subject by reason of any act action, neglect, omission or default on the and of the Sella, any of his
contractors, or any of We Sellers or consioDirms, agrees or employes. In case any suit or officeproceedings shall be brought against the Pumhxe or its officers, agents or employees at any time on account or
by reason of any act, action, neglect, omission or default of the Seller of any of his contractors or any of its or
their officers, agents or employees as al'orewid, the Seller hereby agree to assume the defense thereof and to
defend the same a, the Sellers own expense,,a pity any and .11 cents, charges, attorneys fees and other experaes,
any and all judgments Jut may be incurrad by or obuiiaed against the Purcomer or any Of its or their olRcen,
agents or employees in such suits or other proceedings, and in case judgment or other lien be, placed upon or
obtained against the proper,, of the Purchaser, Or said parties in or m a result of such suits or other proceedings,
she Seller will as once cause the same to be dissolved and discharged by giving hand or otherwise. The Seller and
his contractors shall take all safety precautions, famish and install all guards necessary for the prevention of
accidents, comply wish all laws and regulations wish regald to snfvy including, bur without limitation, the
Occupationsm Safety and Health Act of 1970 and at I roles and mfoileliom issued pursuant thereto.
Revised 032010