Common use of Contractor’s Duties Clause in Contracts

Contractor’s Duties. The Contractor shall: Provide goods listed as five (5) each Gateway 801 communication devices. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. GRPUC may make changes to the general scope of Goods and Services by written notice to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. GRPUC and Contractor may agree to additional Services or Goods by written amendment to this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, in accordance with all applicable laws and other legal requirements without extra charge or expense. Contractor warrants and represents that the Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. Contractor shall be responsible for all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionable. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lien, security interest, or other encumbrance (“Encumbrance”). Contractor warrants to GRPUC that the products provided under this Agreement will be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;

Contractor’s Duties. The Contractor shall: Provide goods listed as five (5) each Gateway 801 communication devices. Replace the roof on the higher part of the Combined Service Center (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by XXXXX in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. Contractor shall proceed with providing the Goods and Services as so changed, notwithstanding any dispute regarding such equitable adjustment. Any claim of such adjustment must be submitted to GRPUC in writing within thirty (30) days from the date the change is ordered, and Contractor shall not be entitled to any adjustment unless such written claim is so submitted. GRPUC may agree from time to time, require additional Services or Goods from Contractor. Such additional Services or Goods, including the amount of compensation for such additional Services or Goods, mutually agreed upon by and between GRPUC and Contractor, shall be effective when incorporated by written amendment to this Contract. Additional Services or Goods shall not begin until the amendment is executed. Thereafter, such additional Services or Goods shall be subject to the terms of this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. All Services shall be responsible for performed and all its employees, agents, subcontractorsGoods shall be produced and delivered to the satisfaction of GRPUC, and invitees and their health and safetyin accordance with the Legal Requirements. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of the Legal Requirements. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are shall be professionally competent and properly qualified and will qualified. If so requested by GRPUC, Contractor shall remove any person GRPUC deems incompetent, careless, or otherwise objectionable. At all times Contractor will be responsible for the acts, omissions, work, materials, and equipment of its employees, subcontractors, and agents and any other person, directly or indirectly, employed by any of them. Contractor shall cooperate fully with GRPUC, other GRPUC contractors, municipalities, local government officials, public utility companies, and others as may be directed by GRPUC. This shall include attendance at meetings, discussions, and hearings as may be requested by GRPUC, furnishing data as may be requested from time to time by GRPUC to effect such cooperation, and compliance with all directives issued by GRPUC. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at shall be responsible for the time GRPUC accepts the Goods: (A) Contractor has good title to the Goodshealth and safety, free and clear of any lienshall provide and maintain a safe working environment, security interestfor all its employees, or other encumbrance (“Encumbrance”)agents, subcontractors, and invitees. Contractor warrants to GRPUC that the products provided under this Agreement will shall adopt, supervise, and enforce reasonable and adequate safety requirements, including GRPUC’s work safety rules and any safety plan or requirements which may be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice established by GRPUC, correctand shall at all times observe and comply fully with all Legal Requirements relating to health and safety. Contractor is responsible for the handling and distribution of its own tools, equipment, and materials. Contractor shall confine its tools, equipment, and materials, and its operations, to areas directed by repair or replacement at Contractor’s optionGRPUC. Contractor shall organize and coordinate, any defect that appears under proper and normal use well in advance of the purchased products within one (1) year after installation time required by this Contract, the procurement and delivery of all necessary materials, supplies, and equipment so that they will be available as needed for timely completion of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Goods and Services.

Contractor’s Duties. The Contractor shall: Provide goods listed as five (5) each Gateway 801 communication devicesone 16” Xxxxxx 16 1793 Gate Valve. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. GRPUC may make changes to the general scope of Goods and Services by written or oral notice to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. GRPUC and Contractor may agree to additional Services or Goods by written amendment to this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, in accordance with all applicable laws and other legal requirements without extra charge or expense. Contractor will be responsible for a violation of any such legal requirements and will indemnify, defend, and hold harmless GRPUC from and against any expense or cost incurred by reason of any such violation by Contractor. Contractor warrants and represents that the Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of legal requirements. Contractor shall be responsible for all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionable. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lien, security interest, or other encumbrance (“Encumbrance”), and (B) the Goods are in good condition and are adequate for the uses to which they are being put. Contractor warrants shall execute and deliver such additional documents and take such further actions as may be necessary to transfer Contractor’s right, title and interest in the Goods to GRPUC, free and clear of any Encumbrances. Contractor has all risk of loss until GRPUC that accepts the products provided Goods. Consideration and Payment‌ Consideration. GRPUC will pay for performance by the Contractor under this Agreement will be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Contract as follows:

Contractor’s Duties. The Contractor shall: Provide goods listed as five shall independently assess the cost of service and evaluate Grand Rapids Public Utilities (5GRPU) existing electric, water and wastewater rates and provide recommendations for rates. The broad objective of the study is to be able to establish fair and competitive utility rates that will adequately fund all operations, debt payments, rate stabilization, reserve funds, and capital costs. The Study will include two separate reports; Electric and Water/Wastewater. The study will be an examination of the allocated costs to serve each Gateway 801 communication devicesof GRPU’s customer classes based on a comprehensive review of GRPU’s costs, capital improvement plans, current and future usage data, legislative mandates regarding conservation, and any other information deemed necessary. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by XXXXX in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. GRPUC and Contractor may agree to additional Services or Goods by written amendment to this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. Contractor Payment shall be responsible withheld for all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform Goods or Services found by GRPUC to be unsatisfactory or in violation of the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionableLegal Requirements. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lien, security interest, or other encumbrance (“Encumbrance”). Contractor warrants to GRPUC that the products provided under this Agreement will be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;.

Contractor’s Duties. The Contractor shall: Provide goods listed professional lobbying services for the GRPU at the legislature for the period of time identified in this contract. Assist the GRPUC and GRPU staff in development of legislative priorities and strategies as five (5) each Gateway 801 communication devicesauthorized by the GRPU Commission. Coordinate, monitor, attend and/or testify as needed before relevant legislative committees or arrange for appropriate elected, appointed, GRPU staff or community people to testify as deemed necessary on legislation that may impact the GRPU. The Consultant shall work cooperatively with staff and other professional lobbyist of GRPU affiliated associations when not in conflict with the Consultant's other clients or the legislative goals or parameters established by the GRPU. To coordinate informational tours or meetings which will promote the policies or interests of the GRPU. Facilitate requested meetings with local legislators. Report periodically as requested by the GRPU on activities either in person, by phone, or in writing to the GRPU Commission and their designated representative. Meet as requested with the GRPU Commission, the general manager, or appropriate GRPU personnel. Notify the GRPU regarding any potential conflict of interest while representing other clients. Notification shall be to the General Manager. The Consultant shall furnish qualified personnel to perform the services as required. It is agreed that Xxxxx X. Xxxxxxx shall assume primary responsibility for delivering professional services as required by this contract. Consultant shall at all times be free to exercise initiative, judgement and discretion as to how to best perform or provide services identified herein. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. GRPUC may make changes to the general scope of Goods and Services by written or oral notice to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. GRPUC and Contractor may agree to additional Services or Goods by written amendment to this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, in accordance with all applicable laws and other legal requirements without extra charge or expense. Contractor will be responsible for a violation of any such legal requirements and will indemnify, defend, and hold harmless GRPUC from and against any expense or cost incurred by reason of any such violation by Contractor. Contractor warrants and represents that the Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of legal requirements. Contractor shall be responsible for all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionable. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lien, security interest, or other encumbrance (“Encumbrance”). Contractor warrants to GRPUC that the products provided under this Agreement will be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;.

Contractor’s Duties. The Contractor shall: Provide goods listed as five (5) each Gateway 801 communication deviceslabor, materials and equipment for replacing the flooring at the Service Center building for the Grand Rapids Public Utilities Commission and installing an epoxy coated Tnemec 224 DecoFlake floor system. Approximately 3,236 Square Feet. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by XXXXX in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. Contractor shall proceed with providing the Goods and Services as so changed, notwithstanding any dispute regarding such equitable adjustment. Any claim of such adjustment must be submitted to GRPUC in writing within thirty (30) days from the date the change is ordered, and Contractor shall not be entitled to any adjustment unless such written claim is so submitted. GRPUC may agree from time to time, require additional Services or Goods from Contractor. Such additional Services or Goods, including the amount of compensation for such additional Services or Goods, mutually agreed upon by and between GRPUC and Contractor, shall be effective when incorporated by written amendment to this Contract. Additional Services or Goods shall not begin until the amendment is executed. Thereafter, such additional Services or Goods shall be subject to the terms of this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. All Services shall be responsible for performed and all its employees, agents, subcontractorsGoods shall be produced and delivered to the satisfaction of GRPUC, and invitees and their health and safetyin accordance with the Legal Requirements. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of the Legal Requirements. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are shall be professionally competent and properly qualified and will qualified. If so requested by GRPUC, Contractor shall remove any person GRPUC deems incompetent, careless, or otherwise objectionable. At all times Contractor will be responsible for the acts, omissions, work, materials, and equipment of its employees, subcontractors, and agents and any other person, directly or indirectly, employed by any of them. Contractor shall cooperate fully with GRPUC, other GRPUC contractors, municipalities, local government officials, public utility companies, and others as may be directed by GRPUC. This shall include attendance at meetings, discussions, and hearings as may be requested by XXXXX, furnishing data as may be requested from time to time by GRPUC to effect such cooperation, and compliance with all directives issued by GRPUC. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at shall be responsible for the time GRPUC accepts the Goods: (A) Contractor has good title to the Goodshealth and safety, free and clear of any lienshall provide and maintain a safe working environment, security interestfor all its employees, or other encumbrance (“Encumbrance”)agents, subcontractors, and invitees. Contractor warrants to GRPUC that the products provided under this Agreement will shall adopt, supervise, and enforce reasonable and adequate safety requirements, including GRPUC’s work safety rules and any safety plan or requirements which may be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice established by GRPUC, correctand shall at all times observe and comply fully with all Legal Requirements relating to health and safety. Contractor is responsible for the handling and distribution of its own tools, equipment, and materials. Contractor shall confine its tools, equipment, and materials, and its operations, to areas directed by repair or replacement at Contractor’s optionGRPUC. Contractor shall organize and coordinate, any defect that appears under proper and normal use well in advance of the purchased products within one (1) year after installation time required by this Contract, the procurement and delivery of all necessary materials, supplies, and equipment so that they will be available as needed for timely completion of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Goods and Services.

Contractor’s Duties. The Contractor shallshall deliver to GRPUC the following Goods and Services: Provide goods listed as five Eight (58) Xxxxxxx Fir Poles per RUS Bulletin 1728F-700, pressure treated with Pentachlorophenol and oil per RUS Bulletin 1728F-700, Use Category 2. Wood Quality Control (WQC) each Gateway 801 communication devicesinspection charges are included. Fifty foot power poles. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. GRPUC may make changes to the general scope of Goods and Services by written notice to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. GRPUC and Contractor may will agree to additional Services or Goods by written amendment to this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, in accordance with all applicable laws and other legal requirements without extra charge or expense. Contractor will be responsible for a violation of any such legal requirements and will indemnify, defend, and hold harmless GRPUC from and against any expense or cost incurred by reason of any such violation by Contractor. Contractor warrants and represents that the Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of legal requirements. Contractor shall be responsible for all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionable. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lien, security interest, or other encumbrance (“Encumbrance”), and (B) the Goods are in good condition. Contractor warrants shall execute and deliver such additional documents and take such further actions as may be necessary to transfer Contractor’s right, title and interest in the Goods to GRPUC, free and clear of any Encumbrances. Contractor has all risk of loss until GRPUC that accepts the products provided Goods. Consideration and Payment Consideration. GRPUC will pay for performance by the Contractor under this Agreement will be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Contract as follows:

Contractor’s Duties. ‌ The Contractor shall: Provide goods listed as five (5) each Gateway 801 communication devicesan Envirosight Camera and Crawler for the Grand Rapids Public Utilities Commission. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by XXXXX in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. Contractor shall proceed with providing the Goods and Services as so changed, notwithstanding any dispute regarding such equitable adjustment. Any claim of such adjustment must be submitted to GRPUC in writing within thirty (30) days from the date the change is ordered, and Contractor shall not be entitled to any adjustment unless such written claim is so submitted. GRPUC may agree from time to time, require additional Services or Goods from Contractor. Such additional Services or Goods, including the amount of compensation for such additional Services or Goods, mutually agreed upon by and between GRPUC and Contractor, shall be effective when incorporated by written amendment to this Contract. Additional Services or Goods shall not begin until the amendment is executed. Thereafter, such additional Services or Goods shall be subject to the terms of this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. All Services shall be responsible for performed and all its employees, agents, subcontractorsGoods shall be produced and delivered to the satisfaction of GRPUC, and invitees and their health and safetyin accordance with the Legal Requirements. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of the Legal Requirements. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are shall be professionally competent and properly qualified and will qualified. If so requested by GRPUC, Contractor shall remove any person GRPUC deems incompetent, careless, or otherwise objectionable. At all times Contractor will be responsible for the acts, omissions, work, materials, and equipment of its employees, subcontractors, and agents and any other person, directly or indirectly, employed by any of them. Contractor shall cooperate fully with GRPUC, other GRPUC contractors, municipalities, local government officials, public utility companies, and others as may be directed by GRPUC. This shall include attendance at meetings, discussions, and hearings as may be requested by GRPUC, furnishing data as may be requested from time to time by GRPUC to effect such cooperation, and compliance with all directives issued by GRPUC. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at shall be responsible for the time GRPUC accepts the Goods: (A) Contractor has good title to the Goodshealth and safety, free and clear of any lienshall provide and maintain a safe working environment, security interestfor all its employees, or other encumbrance (“Encumbrance”)agents, subcontractors, and invitees. Contractor warrants to GRPUC that the products provided under this Agreement will shall adopt, supervise, and enforce reasonable and adequate safety requirements, including GRPUC’s work safety rules and any safety plan or requirements which may be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice established by GRPUC, correctand shall at all times observe and comply fully with all Legal Requirements relating to health and safety. Contractor is responsible for the handling and distribution of its own tools, equipment, and materials. Contractor shall confine its tools, equipment, and materials, and its operations, to areas directed by repair or replacement at Contractor’s optionGRPUC. Contractor shall organize and coordinate, any defect that appears under proper and normal use well in advance of the purchased products within one (1) year after installation time required by this Contract, the procurement and delivery of all necessary materials, supplies, and equipment so that they will be available as needed for timely completion of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Goods and Services.

Contractor’s Duties. The Contractor shall: Provide goods listed shall provide professional services on a document migration project as five (5) each Gateway 801 communication devices. outlined in Exhibit B. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. GRPUC may make changes to the general scope of Goods and Services by written or oral notice to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. GRPUC and Contractor may agree to additional Services or Goods by written amendment to this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, in accordance with all applicable laws and other legal requirements without extra charge or expense. Contractor will be responsible for a violation of any such legal requirements and will indemnify, defend, and hold harmless GRPUC from and against any expense or cost incurred by reason of any such violation by Contractor. Contractor warrants and represents that the Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of legal requirements. Contractor shall be responsible for all its employees, agents, subcontractors, and invitees and their health and safety. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are professionally competent and properly qualified and will remove any person GRPUC deems incompetent, careless, or otherwise objectionable. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lien, security interest, or other encumbrance (“Encumbrance”). Contractor warrants to GRPUC that the products provided under this Agreement will be free from defects in material and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;.

Contractor’s Duties. The Contractor shall: Provide goods listed WinCan VX-Expert, Training, VC200 for RX, Razor Ripsaw USB capture card, Dell Laptop as five (5) each Gateway 801 communication devices. detailed in Software quote E220228913 (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by GRPUC in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. Contractor shall proceed with providing the Goods and Services as so changed, notwithstanding any dispute regarding such equitable adjustment. Any claim of such adjustment must be submitted to GRPUC in writing within thirty (30) days from the date the change is ordered, and Contractor shall not be entitled to any adjustment unless such written claim is so submitted. GRPUC may agree from time to time, require additional Services or Goods from Contractor. Such additional Services or Goods, including the amount of compensation for such additional Services or Goods, mutually agreed upon by and between GRPUC and Contractor, shall be effective when incorporated by written amendment to this Contract. Additional Services or Goods shall not begin until the amendment is executed. Thereafter, such additional Services or Goods shall be subject to the terms of this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. All Services shall be responsible for performed and all its employees, agents, subcontractorsGoods shall be produced and delivered to the satisfaction of GRPUC, and invitees and their health and safetyin accordance with the Legal Requirements. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of the Legal Requirements. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are shall be professionally competent and properly qualified and will qualified. If so requested by GRPUC, Contractor shall remove any person GRPUC deems incompetent, careless, or otherwise objectionable. At all times Contractor will be responsible for the acts, omissions, work, materials, and equipment of its employees, subcontractors, and agents and any other person, directly or indirectly, employed by any of them. Contractor shall cooperate fully with GRPUC, other GRPUC contractors, municipalities, local government officials, public utility companies, and others as may be directed by GRPUC. This shall include attendance at meetings, discussions, and hearings as may be requested by GRPUC, furnishing data as may be requested from time to time by GRPUC to effect such cooperation, and compliance with all directives issued by GRPUC. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants shall be responsible for the health and safety, and shall provide and maintain a safe working environment, for all its employees, agents, subcontractors, and invitees. Contractor shall adopt, supervise, and enforce reasonable and adequate safety requirements, including GRPUC’s work safety rules and any safety plan or requirements which may be established by GRPUC, and shall at all times observe and comply fully with all Legal Requirements relating to health and safety. Contractor is responsible for the handling and distribution of its own tools, equipment, and materials. Contractor shall confine its tools, equipment, and materials, and its operations, to areas directed by GRPUC. Contractor shall organize and coordinate, well in advance of the time required by this Contract, the procurement and delivery of all necessary materials, supplies, and equipment so that at they will be available as needed for timely completion of the Goods and Services. At the time GRPUC accepts the Goods: (A) Goods from Contractor, Contractor has good shall sell, assign, transfer, convey and deliver to GRPUC, all of Contractor’s right, title to and interest in the Goods, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”). Contractor warrants shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be necessary to GRPUC that the products provided under this Agreement will be free from defects in material and workmanship when used in accordance with transfer Contractor’s operating instructionsright, title and interest in the Goods to GRPUC, free and clear of any Encumbrances. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use has all risk of loss until GRPUC accepts the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Goods.]

Contractor’s Duties. The Contractor shall: Provide goods listed as five (5) each Gateway 801 communication devices2 Poly Processing IMFO Hypochlorite tanks. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by XXXXX in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. Contractor shall proceed with providing the Goods and Services as so changed, notwithstanding any dispute regarding such equitable adjustment. Any claim of such adjustment must be submitted to GRPUC in writing within thirty (30) days from the date the change is ordered, and Contractor shall not be entitled to any adjustment unless such written claim is so submitted. GRPUC may agree from time to time, require additional Services or Goods from Contractor. Such additional Services or Goods, including the amount of compensation for such additional Services or Goods, mutually agreed upon by and between GRPUC and Contractor, shall be effective when incorporated by written amendment to this Contract. Additional Services or Goods shall not begin until the amendment is executed. Thereafter, such additional Services or Goods shall be subject to the terms of this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. All Services shall be responsible for performed and all its employees, agents, subcontractorsGoods shall be produced and delivered to the satisfaction of GRPUC, and invitees and their health and safetyin accordance with the Legal Requirements. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of the Legal Requirements. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are shall be professionally competent and properly qualified and will qualified. If so requested by GRPUC, Contractor shall remove any person GRPUC deems incompetent, careless, or otherwise objectionable. At all times Contractor will be responsible for the acts, omissions, work, materials, and equipment of its employees, subcontractors, and agents and any other person, directly or indirectly, employed by any of them. Contractor shall cooperate fully with GRPUC, other GRPUC contractors, municipalities, local government officials, public utility companies, and others as may be directed by GRPUC. This shall include attendance at meetings, discussions, and hearings as may be requested by GRPUC, furnishing data as may be requested from time to time by GRPUC to effect such cooperation, and compliance with all directives issued by GRPUC. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor shall be responsible for the health and safety, and shall provide and maintain a safe working environment, for all its employees, agents, subcontractors, and invitees. Contractor shall adopt, supervise, and enforce reasonable and adequate safety requirements, including GRPUC’s work safety rules and any safety plan or requirements which may be established by GRPUC, and shall at all times observe and comply fully with all Legal Requirements relating to health and safety. Contractor is responsible for the handling and distribution of its own tools, equipment, and materials. Contractor shall confine its tools, equipment, and materials, and its operations, to areas directed by GRPUC. Contractor shall organize and coordinate, well in advance of the time required by this Contract, the procurement and delivery of all necessary materials, supplies, and equipment so that they will be available as needed for timely completion of the Goods and Services. At the time GRPUC accepts the Goods from Contractor, Contractor shall sell, assign, transfer, convey and deliver to GRPUC, all of Contractor’s right, title and interest in the Goods, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”). Contractor shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be necessary to transfer Contractor’s right, title and interest in the Goods to GRPUC, free and clear of any Encumbrances. Contractor has all risk of loss until GRPUC accepts the Goods. Representations and Warranties GRPUC is authorized to enter into this Contract. Contractor warrants that it is duly qualified and shall perform its obligations under this Contract in accordance with the commercially reasonable standards of care, skill, and diligence in Contractor’s industry, trade, or profession, and in accordance with the specifications set forth in this Contract, to the satisfaction of GRPUC. Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, by-laws, and applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms. Contractor warrants that at the time GRPUC accepts the Goods: (A) Contractor has good title to the Goods, free and clear of any lienEncumbrances, security interest, or other encumbrance and (“Encumbrance”). Contractor warrants to GRPUC that B) the products provided under this Agreement will be free from defects Goods are in material good condition and workmanship when used in accordance with Contractor’s operating instructions. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use of the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable are adequate for the following costs relating uses to the products to be repaired which they are being put, and none of such Goods are in need of maintenance or replaced: (a) removal;repairs.

Contractor’s Duties. The Contractor shall: [Provide sufficient detail about Contractor’s duties so that you can determine whether to approve the goods listed as five (5) each Gateway 801 communication devicesor services or hold the Contractor accountable for this work. Do this by generally listing the Contractor’s duties here, and then using Exhibit C to specify the precise duties, specifications, and deliverables]. (The services (if any) to be provided by Contractor to GRPUC are referred to as the “Services.” The goods (if any) to be provided by Contractor to GRPUC are referred to as the “Goods.”). Contractor’s precise duties, specifications, deliverables, and completion dates related to the Goods and Services are more specifically described in Exhibit B. C. GRPUC may make changes to the general scope of Goods and Services (including but not limited to, suspension of performance, changes in time of performance, schedule, quantities, or specifications) by written notice, or by oral notice subsequently confirmed by XXXXX in writing within ten (10) days thereafter, to Contractor. If such changes affect the cost of or the time required to provide the Goods and Services, an equitable adjustment in the schedule and compensation under this Contract shall be made. Contractor shall proceed with providing the Goods and Services as so changed, notwithstanding any dispute regarding such equitable adjustment. Any claim of such adjustment must be submitted to GRPUC in writing within thirty (30) days from the date the change is ordered, and Contractor shall not be entitled to any adjustment unless such written claim is so submitted. GRPUC may agree from time to time, require additional Services or Goods from Contractor. Such additional Services or Goods, including the amount of compensation for such additional Services or Goods, mutually agreed upon by and between GRPUC and Contractor, shall be effective when incorporated by written amendment to this Contract. Additional Services or Goods shall not begin until the amendment is executed. Thereafter, such additional Services or Goods shall be subject to the terms of this Contract. Contractor agrees that all Goods and Services shall be provided, and all of Contractor’s obligations performed, provided in accordance with all applicable laws laws, rules, regulations, ordinances, codes, and other legal requirements orders of all federal, state, and local governmental authorities, agencies, departments, or bureaus having jurisdiction and which affect the Goods or Services hereunder (“Legal Requirements”) without extra charge or expense. Contractor warrants will be responsible for a violation of any such Legal Requirements arising out of the provision of Goods or Services by Contractor and represents that the will indemnify, defend, and hold harmless GRPUC from and against any fine or expense, including reasonable attorneys’ fees and disbursements, resulting to it by reason of any such violation by Contractor. The Goods and Services will be provided in a manner that is consistent with the level of care and skill exercised by members of Contractor’s profession currently working under similar conditions. All Goods and Services not conforming to this standard will be considered defective and Contractor shall, at no cost to GRPUC, promptly and satisfactorily correct all such defective Goods and Services. All Services shall be responsible for performed and all its employees, agents, subcontractorsGoods shall be produced and delivered to the satisfaction of GRPUC, and invitees and their health and safetyin accordance with the Legal Requirements. Payment shall be withheld for Goods or Services found by GRPUC to be unsatisfactory or in violation of the Legal Requirements. Contractor shall ensure that all persons who perform the Services or produce or deliver the Goods are shall be professionally competent and properly qualified and will qualified. If so requested by GRPUC, Contractor shall remove any person GRPUC deems incompetent, careless, or otherwise objectionable. At all times Contractor will be responsible for the acts, omissions, work, materials, and equipment of its employees, subcontractors, and agents and any other person, directly or indirectly, employed by any of them. Contractor shall cooperate fully with GRPUC, other GRPUC contractors, municipalities, local government officials, public utility companies, and others as may be directed by GRPUC. This shall include attendance at meetings, discussions, and hearings as may be requested by GRPUC, furnishing data as may be requested from time to time by GRPUC to effect such cooperation, and compliance with all directives issued by GRPUC. Contractor is solely responsible and assumes full and exclusive liability for the payment of all contributions or taxes to be paid on or to persons employed by Contractor, and for payment of all sales, use, or other taxes of whatever nature levied or assessed against GRPUC arising out of the furnishing of the Services or production or delivery of the Goods, and will indemnify, defend, and hold harmless GRPUC from any such liability. Contractor warrants shall be responsible for the health and safety, and shall provide and maintain a safe working environment, for all its employees, agents, subcontractors, and invitees. Contractor shall adopt, supervise, and enforce reasonable and adequate safety requirements, including GRPUC’s work safety rules and any safety plan or requirements which may be established by GRPUC, and shall at all times observe and comply fully with all Legal Requirements relating to health and safety. Contractor is responsible for the handling and distribution of its own tools, equipment, and materials. Contractor shall confine its tools, equipment, and materials, and its operations, to areas directed by GRPUC. Contractor shall organize and coordinate, well in advance of the time required by this Contract, the procurement and delivery of all necessary materials, supplies, and equipment so that at they will be available as needed for timely completion of the Goods and Services. [For a Contract with Goods: At the time GRPUC accepts the Goods: (A) Goods from Contractor, Contractor has good shall sell, assign, transfer, convey and deliver to GRPUC, all of Contractor’s right, title to and interest in the Goods, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”). Contractor warrants shall execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be necessary to GRPUC that the products provided under this Agreement will be free from defects in material and workmanship when used in accordance with transfer Contractor’s operating instructionsright, title and interest in the Goods to GRPUC, free and clear of any Encumbrances. Contractor will, if given prompt notice by GRPUC, correct, by repair or replacement at Contractor’s option, any defect that appears under proper and normal use has all risk of loss until GRPUC accepts the purchased products within one (1) year after installation of the products, but not exceeding eighteen (18) months from date of shipment. The furnishing of warranty repairs or replacement will not extend the original warranty period. Contractor will not be liable for the following costs relating to the products to be repaired or replaced: (a) removal;Goods.]