20240925Notice of Affiliate Transaction.pdf

RECEIVED
Wednesday, September 25, 2024
IDAHO PUBLIC
UTILITIES COMMISSION
PAC I F I CORP. Pacific Power Timothy K. Clark
Rocky Mountain Power Assistant General Counsel
1407 W.North Temple,Suite 320
Salt Lake City, UT 84116
801-220-4565 Office
[e-mail]
VIA ELECTRONIC FILING
September 25, 2024
Idaho Public Utilities Commission
11331 West Chinden Boulevard
Building 8 Suite 201A
Boise, Idaho 83714-1021
Attention: Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction—
PacifiCorp and Marmon Industrial Water LLC
Case No. PAC-E-05-8
Pursuant to Commitment 117(2), incorporated in the Idaho Public Utilities Commission
Order No. 29973, issued February 13, 2006, as supplemented by Order No. 29998 March 14,
2006, in the above-referenced proceeding, approving the acquisition of PacifiCorp by
MidAmerican Energy Holdings Company(now"Berkshire Hathaway Energy Company" or
"BHE"), PacifiCorp hereby provides notice of an affiliated interest transaction with Marmon
Industrial Water LLC ("Marmon Water") through which PacifiCorp will purchase a sight glass
from Marmon Water to restock its supply for the feedwater system at its Hunter plant. The
purchase will be effected through a Purchase Order. A verified copy of the Purchase Order is
included with this notice as Attachment A.
PacifiCorp is a wholly-owned indirect subsidiary of BHE. In turn, BHE is a subsidiary of
Berkshire Hathaway Inc. ("Berkshire"). Berkshire currently holds a majority interest in Marmon
Holdings, Inc., a holding company. Marmon Holdings, Inc. consists of approximately 185
companies. These are divided into 15 business sectors including engineered wire and cable,
industrial products, and building wire. Marmon Water is one of the companies owned by
Marmon Holdings, Inc. Therefore, Berkshire's ownership interest in BHE and Marmon
Holdings, Inc. creates an affiliated interest relationship between PacifiCorp and Marmon Water.
The value of the equipment to be purchased by PacifiCorp under the Purchase Order is
$618.20. Marmon Water is the original manufacturer of the sight glass and PacifiCorp was
unable to locate alternative manufacturers from which to purchase the equipment. To
PacifiCorp's knowledge, Marmon Water is the only manufacturer of this equipment and without
it the feedwater system at the Hunter plant would be impaired. Thus, PacifiCorp's purchase of
the sight glass under the Agreement is in the public interest.

Idaho Public Utilities Commission
September 25, 2024
Page 2
Please do not hesitate to contact me if you have any questions.
Sincerely,
Timothy K. Clark
Assistant General Counsel
PacifiCorp
Enclosure:
Attachment A.pdf

ATTACHMENT A
to
PacifiCorp Notice of Affiliate Transaction

PACIFICORP Page 1 of 10
07/19/2024 11:48:32
PacifiCorp Procurement version 1
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Shipping Address Information
PacifiCorp P.O. Number 4501163230
Hunter Plant
1000 S Highway 10 Date 07/19/2024
CASTLE DALE UT 84513 Vendor No. 149764
Payment Terms Description NET 30
Vendor Address Buyer Terra Price
MARMON WATER INC Phone [phone]
dba MARMON INDUSTRIAL WATER LLC Email [e-mail]
30 TECHNOLOGY AVE DR STE 2F
WARREN NJ 07059 Delivery Date 08/16/2024
Attention:JEREMY MACKIE Inco Terms Description FOB Origin Collect
Vendor Phone:[phone] Inco Terms (Part X)
Vendor Fax:
Billing Address Show the Purchase Order Number on all packages, invoices, bills
PacifiCorp Accounts Payable Department of lading and correspondence. Send invoices to Accounts Payable
PO Box 3040 Department. Notify buyer immediately: (1) if unable to ship or
Portland,OR 97208-3040 deliver on dates specified below or(2)when description is incorrect
For electronic submission: or superseded. Any refund checks must be sent to the following
Materials: [e-mail] address and not to individual employees.
Services: Follow invoicing as instructed below. If not PacifiCorp
provided below, send the invoicing to the PacifiCorp PO Box 5504
employee overseeing the work. Portland, OR 97208-5504
Shipping Instructions:
***********************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. *************************************************************************
FOR UPS SHIPMENTS PLEASE ENTER THE SHIPMENT ON-LINE TO ARDMORE LOGISTICS
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
http://www.PacifiCorpfreight.com
PLEASE ENTER OR PROVIDE YOUR PO#ON EACH LOAD SCHEDULED
*************************************************************************
Currency: USD
Item Material/Description Quantity UM Net Price Per UM Net Amount
10 0001003068 1.00 EA 618.20 1 EA 618.20
GLASS,SIGHT,3"X 12",PLEXI-GLASS
GLASS,SIGHT,3"X 12",PLEXI-GLASS
Manufacturer Part Number Manufacturer
0177209 N14182 GRAVER WATER SYSTEMS INC

PACIFICORP 4501163230 Dated 07/19/2024 Page 2 of 10
07/19/2024 11:48:32
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Total Net Value USD 618.20
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order,including the provisions set forth on the
face hereof and any other provisions attached to,incorporated into,or otherwise made a part of this Purchase Order.

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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. December 2022)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement(duly executed by the authorized representatives of both parties)to which the items in this purchase order are identified.
1.DEFINITIONS.
"Company"means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of this Purchase Order.
"Confidential Information"shall have the meaning as defined in the Contract and in addition include any information that identifies an individual or customer of
Company,including but not limited to customer account numbers,customer addresses,customer energy usage information,credit or bank account numbers,social
security numbers,passport or driver's license numbers,or any information not otherwise classified as public information by Company. "Contract"means the
Purchase Order of which these terms and conditions are a part("Purchase Order"),all documents incorporated by reference under the Purchase Order,these terms
and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier,and all exhibits and amendments to all such
documents."Data"shall mean any information,formulae,algorithms,or other content that the Company or the Company's employees,agents and end users upload,
create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain Data or
from which the Company's Data may be ascertainable. "Items"mean any goods or services to be provided or performed by Supplier under the Contract as defined
above. "Price"means the consideration to be paid by Company to Supplier under the Contract for the Items."Security Incident"shall mean any circumstance when
(i)Contractor knows or reasonably believes that the confidentiality,integrity,or availability of any Company Information has been adversely impacted,including but
not limited to,incidents where Company Information has been damaged,lost,corrupted,destroyed,or accessed,acquired,modified,used,or obtained by any
unauthorized person,by any person in an unauthorized manner,or for an unauthorized purpose; (ii)Contractor knows or reasonably believes that an act or omission
has adversely impacted the cybersecurity of the products or services provided to Company by Contractor or the physical,technical,administrative,or organizational
safeguards protecting Contractor's systems or Company's systems holding Company Information;or(iii)Contractor receives any complaint,notice,or communication
which relates directly or indirectly to(A)Contractor's handling of Company Information or Contractor's compliance with the data safeguards in this Agreement or
applicable law in connection with Company Information or(B)the cybersecurity of the products or services provided to Company by Contractor.
2.BLANKET ORDER.
If the Purchase Order is designated by Company as a blanket order,Company shall be obligated to purchase only those quantities of Items which it specifically
requests under release orders issued by Company to Supplier.
3.ACCEPTANCE OF ORDER.
This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of Supplier's performance hereunder
shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No modification,alteration,or exception
made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by the authorized representatives of both
parties.
4.PRICE.
The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its other
customers as of the date of delivery to Company,in which case the lower price shall control. If there is no price stated in the Purchase Order,the Price shall not be
higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order,Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company.If prior to delivery of the Items,Company is able to purchase a portion or all of the Items,or similar items of like quality,at a price which is less than the
Price,Company shall notify Supplier.Should Supplier fail to meet such lower price,Company may,at its option,purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder,including without limitation sales,use,unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5.ACCOUNTING AND AUDITING.
Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with generally accepted accounting principles.
Company or its audit representative shall have the right at any reasonable time or times to examine,audit,and reproduce the records,vouchers,and their source
documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract. Such documents shall be available for
examination,audit,and reproduction for three(3)years after completion or termination of this Contract. All results of these audits shall be kept confidential between
the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared
by independent auditors as allowed by professional standards.Any over-collections shall be returned within thirty(30)days from date of notice of overcharge. Audit
findings will be considered to be final for the period audited.

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6.CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause(i),clause(ii)or clause(iii)below:(i)Supplier maintains a senior
unsecured debt rating from Standard&Poor's of BBB-or better;(ii)if Supplier has no debt rating,Supplier meets ALL of the following credit standards:a)tangible
net worth equal to ten times the projected maximum exposure under this Contract,b)no change in the condition of its earnings,net worth,or working capital over
the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract,and c)Supplier is not in default
under any of its other agreements and is current on all of its financial obligations,or(iii) Supplier shall post security reasonably satisfactory to Company. If
requested by Company,Supplier shall within thirty(30)days provide Company with copies of its most recent annual and quarterly financial statements prepared in
accordance with generally accepted accounting principles.
7.UNIFORM COMMERCIAL CODE.The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8.DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design,manufacture,fabricate,construct and deliver Items in compliance with all requirements of the Contract.Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential.Upon
Company's request,Supplier shall promptly return to Company all such documents and copies thereof.Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier,nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing,no commercial,financial,or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.Confidential Information of Company labeled as BCSI or Confidential Information shall be protected consistent with the following
requirements: (a)BCSI or Confidential Information shall be protected at all times,either by appropriate storage or having it under the personal observation and
control of a person authorized to receive it;(b)each person who works with protected BCSI or Confidential Information is personally responsible for taking proper
precautions to ensure that unauthorized persons do not gain access to it;(c)reasonable steps shall be taken to minimize the risks of access to BCSI or
Confidential Information by unauthorized personnel(when not in use,BCSI or Confidential Information shall be secured in a secure container, such as a locked
desk,file cabinet or facility where security is provided);(d)documents or material containing BCSI or Confidential information may be reproduced to the minimum
extent necessary,consistent with the need to carry out the Work,provided that the reproduced material is marked and protected in the same manner as the original
material;(e)material containing BCSI or Confidential information should be disposed of through secured shredding receptacles or other secured document
destruction methods;(f)BCSI or Confidential Information shall be transmitted only by the following means: (i)hand delivery;(ii)United States first class,express,
certified or registered mail,bonded courier;(iii)secure electronic means with NIST-or ISO-compliant encryption where Data is encrypted in transit and at rest;and
(g)documents or material containing BCSI or Confidential Information shall be returned to Company or certified destroyed upon completion of the Work.
9.DELIVERY. The Supplier shall deliver Items to Company on the date(s)indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s)indicated,the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B.to the destination designated by
Company in the Purchase Order,and risk of loss shall remain with Supplier until the Items are received by Company,its agent or consignee regardless of whether
Company has made full payment for the items.A packing slip must accompany each such shipment,and if a shipment is to a consignee or agent of Company,a
copy of the packing slip shall be forwarded concurrently to Company.If no such packing slip is sent,the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties.Supplier,or the carrier it uses to transport Items,whichever is applicable,shall(a)maintain a"satisfactory"
safety rating from the U.S.Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier,and
(b)maintain the insurance coverages and policy amounts required by Section 20,unless a larger amount is required by any federal,state,or local regulatory
agency,in which event such larger amount shall be maintained.
10.WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items,the Items will(a)be of merchantable quality;(b)
be fit for the Company's specified purposes;(c)be of high quality,and be free from defects in material and workmanship;(d)comply with the most stringent of
Company's or Supplier's specifications,performance guarantees and requirements;and(e)comply with all nationally recognized codes and established industry
standards.All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances.Supplier's warranties and guarantees shall survive
inspection,delivery,and acceptance of the Items and/or payment by Company.If the Items do not conform to any of these warranties then,at Company's option,
Supplier shall repair or replace the defective Items,F.O.B.Company's designated site at Supplier's expense,or in the case of services,re-perform the services at
Supplier's expense.Supplier shall be responsible for all expenses and damages which Company incurs,including,but not limited to,incidental and consequential
damages.The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair,replacement,or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11.RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date,or this order is
terminated for cause,Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover,in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12.CHANGES. Company shall have the right to make changes(including additions and/or omissions)from time to time in the Items,any specifications and/or
drawings which are a part of the Contract.Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten(10)days after such receipt by Supplier,or
such claim shall be deemed to have been waived.
13.PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company,no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items,and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.

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14.INSPECTION AND PRE-WARRANTY PERIOD DEFECTS.
Company may inspect any Items ordered hereunder during their manufacture,construction or preparation at reasonable times and shall have the right to inspect
such Items at the time of their delivery and/or completion. Items furnished hereunder may at any time prior to the beginning of the warranty period stated above in
Section 10 be rejected for defects revealed by inspection or analysis even though such Items may have previously been inspected and accepted.Such rejected
Items may,at Company's option,be returned to Supplier for full refund to Company,including removal,shipping and transportation charges.
15.PATENT,TRADE SECRET,AND COPYRIGHT INFRINGEMENT.
Supplier shall settle or defend,at its sole expense and shall indemnify and save Company harmless from any costs,expenses,losses,and damages resulting from
any claims,suits,or proceedings brought against Company which are based upon a claim that the Items,or any part thereof infringe on any patent,trade secret or
copyright in case the Items or any part thereof furnished hereunder constitute infringement. Supplier shall,at its sole expense and at its option(1)procure for
Company the right to continue using the goods or part thereof;(2)replace the same with substantially equal but non-infringing Items,(3)modify the Items so as to
become non-infringing;or(4)upon written approval of Company, remove the Items at Supplier's sole expense and refund the Purchase price and the transportation,
installation,and removal costs thereof.
16.COMPLIANCE WITH LAWS AND REGULATIONS.
Supplier warrants that all goods,services and labor provided pursuant to this Purchase Order have been provided in compliance with all applicable
laws and regulations,and all applicable executive,judicial and administrative orders,as each may be applicable to the work performed hereunder,and
based on total anticipated dollar value of this Purchase Order.Without limiting the generality of the foregoing,Supplier specifically warrants its
compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also abide by the
requirements of 41 CFR§§60-1.4(a),60-300.5(a)and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their
status as protected veterans or individuals with disabilities,and prohibit discrimination against all individuals based on their race,color,religion,sex,
sexual orientation,gender identity,national origin,or discussion of compensation. Moreover,these regulations require that covered prime contractors
and subcontractors take affirmative action to employ and advance in employment individuals without regard to race,color,religion,sex,sexual
orientation,gender identity,national origin,protected veteran status or disability.Supplier and any subcontractors shall also abide by the requirements
of Executive Order 11246,as amended,to develop and implement a written affirmative action program(AAP)and Executive Orders 11625 and 13170
(utilization of disadvantaged business enterprises)and the Small Business Act.To the extent applicable,the employee notice requirements set forth in
29 CFR Part 471,Appendix A to Subpart A,are hereby incorporated by reference into this Purchase Order.
17.CONFLICT MINERALS.
Supplier shall provide to Company information on the content of products,manufactured or contracted to be manufactured by Supplier for Company,that utilize or
contain the"conflict minerals"wolframite,casserite,columbite-tantalite(coltan),gold and their derivative metals: tantalum,tin and tungsten.The information will be
provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act(the U.S.Conflict Minerals Law)and will include evidence
of the origin or sources of the conflict minerals.The information will be submitted at or prior to the time of delivery of products in a form approved and/or designated
by Company from time to time.Supplier shall obtain Company's prior written consent before providing any products to Company that include conflict minerals
originated from the Democratic Republic of Congo or the nine adjoining conflict countries;Angola,Burundi,Central African Republic,the Republic of the Congo,
Rwanda,South Sudan,Tanzania, Uganda,and Zambia.Supplier shall maintain effective accounting procedures,internal controls and audit procedures necessary
to record the country and place of origin of all minerals included in products provided to Company,and to verify compliance with this Section.Company shall be
permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.Supplier shall indemnify and hold Company harmless
for all fines, penalties,expenses or other losses sustained by Company as a result of Supplier's breach of this Section.
18.LIENS.
Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection with the
Contract. Prior to Supplier's receipt of each payment under the Contract,Supplier shall deliver to Company all affidavits,lien releases, materialmen's certificates
and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or claim for work
done or Items,materials,services or equipment furnished by Supplier or any other party in connection with the Contract,the Company may use money then due or
to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to become due to the
Supplier.
19.INDEMNITY.
Supplier shall indemnify and hold Company and its employees,directors,officers and agents harmless from and against all expenses,costs,charges,damages,
claims,suits.losses,fines,penalties or liabilities(including attorney's fees)of every kind whatsoever by reason of',arising out of,or in any way connected with
accidents,occurrences,injuries,or losses to,or of any person,or property including,without limitation thereto,loss of use of property,which may occur before or
after delivery of the completed Items to Company,or resulting from,in whole,or in part,the sale,design,preparation,manufacture,fabrication,construction,
completion,transportation,delivery,failure to deliver,and/or installation of the items and/or services,excluding only such as are caused by the sole negligence of
Company,but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the Supplier or
any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract,Supplier shall have no
liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation.Supplier,in any indemnification
claim hereunder,hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's Compensation laws or any
other statute or judicial decision,disallowing or limiting such indemnification where an employee of Supplier makes a claim against any indemnitee herein,and
Supplier consents to a cause of action for indemnity.

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20.INSURANCE.
Supplier shall take out and maintain with a carrier or carriers having an A.M.Best Insurance Reports rating of A-:VII or better the following minimum insurance
coverage at its expense for the duration of the Contract(including all warranty periods thereunder)covering all of Supplier's obligations under the Contract:
(a)Workers Compensation-comply with all applicable workers'compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming,Supplier will participate in the appropriate state fund(s)to cover all eligible employees
and provide a stop gap(employer's liability)endorsement;
(b)Employer's Liability-limits not less than$1,000,000 each accident,$1,000,000 disease each employee,and$1,000,000 disease policy limit;
(c)Commercial General Liability-with a minimum single event limit of$1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property,including Supplier's employees and all third persons,and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder,including the operations of its subcontractors of any tier;
(d)Professional Liability-covering damages arising out of negligent acts,errors,or omissions committed by Supplier in the performance of the work or services
provided under the Contract,with a liability limit of not less than$1,000,000 each claim. Supplier shall maintain this policy for a minimum of two(2)years after
completion of the work or services or shall arrange for a two year extended discovery(tail)provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error,omission,breach or negligent act for
which the Supplier is held liable;
(e)Network Security&Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including,but not limited to:software,
software or hardware or systems development or consulting services;internet/application services(e.g.,web hosting);providing content;connections to systems,
technology or network(s);or if Contractor in any way collects,obtains,maintains or in any way accesses or uses Confidential Information,then Contractor,and its
Subcontractors shall maintain Network Security&Privacy Liability coverage,including Professional Errors&Omissions,throughout the term of this Contact and for
a period of two(2)years thereafter,with a minimum required limit of$5,000,000 Each Claim.
(f)Business Automobile Liability-with a minimum single limit of$1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned,hired or non-owned,assigned to or used in the performance of the work;and
(g)Umbrella Liability-with a minimum limit of$5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers'Liability insurance,Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis"shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company(including self-insurance)is
excess and not contributory insurance with the insurance required hereunder.All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation.None of the above insurance coverage shall be cancelable except upon thirty(30)days prior written notice to the Company and to all other insured
parties,and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it.Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements,it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above,in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company,or any of Company's agents,officers,directors,or employees for any injury(including,but not limited to death)or disease arising
out of,related to,or claimed to have risen out of,or to have been related to the employee's employment in the performance of the Contract,Supplier,on behalf of
itself and its Workers'Compensation carrier,hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers'Compensation benefits paid to the employee.On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21.TERMINATION,SUSPENSION OR DELAY.
Company shall have the right at any time to terminate,suspend,or delay the Contract in whole or in part by prior written notice to Supplier. Immediately after receipt
of such notice,Supplier shall stop all performance hereunder except as may otherwise be directed by Company.In the case of termination of the Contract,Supplier
shall then transfer to Company,in accordance with Company's directions,and whether located on the job site,in a vendor's or manufacturer's facility or elsewhere,
all materials and all information accumulated,specifically prepared or acquired by Supplier for use in relation to the design,development,manufacture,assembly,
shipment,installation,operation,maintenance or repair of the Items and all supplies,shop drawings,work in process,equipment,machinery or parts prepared,
acquired or used by the Supplier in connection with such Items and for which the Supplier is to be reimbursed hereunder,and all working drawings,sketches,
specifications,and other information accumulated,prepared or acquired by Supplier with respect to such Items.The Supplier shall,if directed by the Company and
to the extent stated in the notice of termination,suspension or delay,make all efforts necessary to preserve the work in progress and to protect the Items whether
still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in default in the performance of any of its obligations hereunder,
and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.Company shall pay to Supplier,as Supplier's sole and exclusive
remedy for termination under this Section 21,to the extent not already paid to Supplier an amount equal to:(a)reasonable and documented costs incurred by
Supplier in accordance with the Contract prior to Suppliers'receipt of notice of termination,plus,(b)the reasonable and documented costs and charges incurred by
Supplier in winding up its activities under the Contract prior to the effective termination date,provided,however,that the amounts listed in(a)and(b)of this Section
21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or delay is not followed by a termination of the Contract,Company
shall have no obligation or make any payments to Supplier after the effective date of the suspension or delay other than,to the extent not already paid to Supplier,
Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such effective date which are not reduced or eliminated by
appropriate mitigative action by Supplier.Before Company resumes performance under the Contract following such suspension or delay,Supplier and Company
shall negotiate in good faith on the adjustments,if any,which may be required in payments to Supplier or in the Contract Price to avoid inequities either to Supplier
or Company.

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22.DEFAULT.
If the Supplier:(a)becomes insolvent;(b)files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition;(c)makes a general
assignment for the benefit of its creditors;(d)has a receiver appointed;(e)should fail to make prompt payment to any subcontractors or suppliers;or(f)fails to
comply with any of its material obligations under the Contract,the Company may,in addition to its rights under Section 13 above,at its option either cure the default
at Supplier's expense or terminate the Contract after first giving Supplier three(3)days written notice to cure such default. Immediately after such termination,
Company may:(i)take possession of the Items wherever they may be located and in whatever state of completion they may be together with all drawings and other
information necessary to enable Company to have the Items completed,installed,operated,maintained and/or repaired;(ii)pay to Supplier any amount then due
under the Contract after taking full credit for any offsets to which Company may be entitled;(iii)contract with or employ any other party or parties to finish the Items;
and(iv)collect from the Supplier any additional expense,losses or damage which Company may suffer.
23.WORK ON PREMISES.
Before Supplier provides any services or work on Company's premises,Supplier will examine the premises and any specifications or other documents furnished in
connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of any error as to any of the
foregoing on the part of Supplier.Supplier shall at all times keep the premises free from accumulations of waste material or rubbish.At the completion of installation
of the Items,Supplier shall leave the premises and the Items broom-clean.
24.SUPPLIER'S PERSONNEL/DRUGS,ALCOHOL,AND FIREARMS.
Supplier shall employ in the performance of the work only persons properly qualified for the same. Supplier shall at all times enforce strict discipline and good order
among its employees and the employees of any sub-Supplier of any tier. Supplier shall not permit or suffer the introduction or use of any firearms,illegal drugs,or
intoxicating liquor upon the work under this Contract,or upon any of the grounds occupied or controlled by Supplier. Supplier shall immediately remove from the
work any person found to be in violation of the above restriction and such person shall not again be employed in the performance of the work herein without the
express written consent of Company.
25.CRIMINAL BACKGROUND CHECK,IDENTITY VERIFICATION AND RELATED SCREENING.
If requested by the Company,the Supplier shall conduct,at Supplier's cost and expense,criminal background checks for the current and past countries of
residence on all employees,agents,subcontractors or independent contractors and the employees,agents or representatives of subcontractors or independent
contractors,that have electronic or physical access to work or Company site. At a minimum,a social security number verification and seven-year criminal
background check,including felony or misdemeanor convictions involving: (a)violence to persons/property;(b)theft/fraud;(c)drug/alcohol;or(d)traffic/other are
required. Employment history,education verification,and professional certifications may also be required by the Company. All background checks will be
conducted in accordance with federal,state,provincial,and local laws,and subject to existing collective bargaining unit agreements or other agreements,if any.
Supplier shall not allow persons who have not met the Company's criteria to perform work,unless Supplier has received assent from Company. Supplier shall
supply a certification that meets Company's criteria for each Supplier employee,agent or representative and for employees,agents or representatives of any
subcontractor or independent contractor employed by Supplier. Supplier shall ensure that employees,agents,subcontractors or independent contractors and the
employees of subcontractors or independent contractors sign an appropriate authorization form prior to criminal background checks being conducted,
acknowledging the background check is being conducted and authorizing the information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal,state and/or local statutes or
regulations. In addition,if requested by Company,Supplier shall ensure a drug test,at Supplier's cost and expense,for all employees,agents,subcontractors or
independent contractors and the employees,agents or representatives of subcontractors or independent contractors,that have electronic or physical access to
work or Company site has been completed prior to assignment at Company.Such drug test shall be a five(5)Panel Drug Test,which should be recognizable at
testing labs as a"SamHSA5 panel at 50NG-THC cut-off'.
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test,then"recent"shall be defined as less than six(6)months prior to the assignment
date.Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance,including but not limited to valid drivers license,equipment inspections,hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier,its employees,agents,Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies,background checks and related documentation upon request,subject to applicable
federal,state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.

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26.REQUIREMENTS FOR ACCESS
Access to Company controlled areas is granted on an as-needed basis only in accordance with Company's internal badge and access policies.Company shall
specify in the Release or Scope of Work whether or not the Work under this Contract requires either: (i)unescorted physical access to Company's Facilities;or(ii)
local or remote access to Company's Cyber Assets. For all Personnel who require either such access,Contractor shall:a)Ensure that Personnel complete
Company provided or approved training prior to requesting access; b)Notify the company in a timely manner of termination or change in status removing the need
for access. In the case of Sensitive Personnel and/or involuntary termination,notification must be immediate. In all other cases,notification must be within one
business day.The Enterprise Service Desk is available 24 hours a day by calling either(503)813-5555 or(801)220-5555.Contractor shall not allow any person
who has not met the foregoing requirements of this subsection 3 to perform Work,unless Contractor has received prior written consent from Company.
27.BUSINESS ETHICS.
Supplier,its employees,agents,representatives and Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the
conduct of work for the Company.
28.INDEPENDENT CONTRACTOR.
Supplier is acting as an independent contractor,and the manner and means of conducting the work which is a part of the Items will be under Supplier's sole control
subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's representatives.Supplier shall fully comply with all
applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in which the Items are to be constructed or located.
29. NON-WAIVER.The failure of Company to insist upon strict performance of any of the provision of the Contract or to exercise any rights or remedies provided
thereunder,or Company's delay in the exercise of any such rights or remedies,shall not release Supplier from any of its responsibilities or obligations imposed by
law or by this Purchase Order and shall not be deemed a waiver of any right of Company to insist upon strict performance of this Contract.
30.ASSIGNMENT.
Supplier may not assign the Contract or any right thereunder without the prior written consent of Company and any assignment without such consent shall be void.
Company may assign the Contract to any of its parent,divisions,affiliates,or subsidiary companies that agree to be bound by the terms and conditions,and
applicable appendices or exhibits set forth herein.
31. ENTIRE AGREEMENT.
The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms,conditions,understanding or agreement
purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and Company.Any terms and
conditions any other purchase order,release order,acknowledgment, invoice or other form issued by Supplier which conflicts in any way with the terms and
conditions of this Contract are superseded by this Contract.
32.SEVERABILITY.
In the event that any words,phrase,clause,sentence or other provision of the Contract shall violate any applicable statute,ordinance or rule of law in any
jurisdiction in which it is used,such provision shall be ineffective to the extent of such violation without invalidating any other provision of the Contract.
33.GOVERNING LAW.
Except where Company's job site is located in a state other than the State where the goods are received and its laws with respect to mechanics liens,workers'
compensation and other employer-employee relations matters and/or local taxation otherwise require,the Contract and all the performance thereunder shall be
governed by and construed in accordance with the laws of the State where the goods are received.The parties agree that the United Nations Convention on
Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.THIS PARAGRAPH WILL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS CONTRACT.
34. FORUM.
The local,state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction over all litigation
related to the Contract.
35.ALLOCATION.
In the event of a partial failure of Supplier's sources of supply,Supplier will first meet all of Company's requirements hereunder prior to any allocation among other
customers.

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36.CYBER SECURITY
36.1. SCOPE OF THIS ARTICLE
This Article applies to Contractor and its Personnel and Subcontractors that provide hardware,software,or services to the Company that may impact the
confidentiality,integrity,or availability of the Company's networks,systems,software,Data,or Confidential Information for the term of the Contract.
36.2. CYBER SECURITY CONTROLS
a. Contractor shall have and maintain security controls to protect the Company's networks,systems,software,Confidential Information,and Data that are no
less rigorous than the latest published version of ISO/IEC 27001 -Information Security Management Systems-Requirements,and ISO/IEC 27002-Code of
Practice for International Security Management.
b. Contractor agrees to disclose to the Company known security vulnerabilities in hardware,software,and services provided under the Contract in a timely
manner.
C. Contractor warrants that the hardware,software,and patches provided under the Contract,will not contain malicious code or any unwanted or unexpected
features.Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
d. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor.To the extent Contractor's Personnel will have interactiveremote access to Company's networks,systems or applications,Contractor'Personnel
will use multi-factor authentication provided by the Company.Authentication tokens and passwords must not be shared.Upon either(i)Personnel
termination actions or(ii)changes in the status of Personnel which removes their need for remote access,Contractor shall report such termination or
change instatus to the Company's Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the
case of Sensitive Personnel and/or involuntary termination,notification must be immediate.In all other cases,notification must be within one business day.
e. Contractor shall ensure that email from the Contractor and any services provided under the Contract:
(i) Originates from a domain or domains with a published Domain-based Message Authentication,Reporting and Conformance("DMARC")policy of
"reject"and with a published Sender Policy Framework policy consisting of valid senders and a"fail"directive(-all). If the optional DMARC
"pct"directive is used"pct"must be set to "100";
(ii) Passes a DMARC authentication check;
(iii) Utilizes a DomainKeys Identified Mail(DKIM)2048 bit key;and,
(iv) Supports Transport Layer Security(TLS).
36.3. OVERSIGHT OF COMPLIANCE
If the contract includes hosted or cloud services,Contractor shall provide annually to the Company a Statement on Standards for Attestation Engagements(SSAE)
Service Organization Control(SOC)2 Type II audit covering the scope of the contract and pertaining directly to the Contractor.
If the contract does not include hosted or cloud services,Contractor shall either:
a. Annually provide a copy of ISO 27001 certification covering the scope of the contract and pertaining directly to the Contractor;or,
b. Annually provide a copy of a third-party audit covering the security controls relevant to hardware,software,or services provided under this contract and
pertaining directly to the Contractor.Audit results and Contractor's plan to correct any negative findings must also be made available to the Company;or,
C. Allow Company to conduct an assessment,audit,examination,or review of Contractor's security controls to confirm Contractor's adherence to the terms of
this Article,as well as any applicable laws,regulations,and industry standards,not more than once per year or upon notification of any Security Incident or
complaint regarding Contractor's privacy and security practices.Company may elect to obtain the services of a mutually-agreeable third partyto conductthis
assessment,audit,examination,or review on behalf of Company. Company shallgive Contractor no less than thirty(30)calendar days'notice of its intent to
conduct such assessment, audit,examination,or review. As part of this assessment, audit,examination,or review,Company may review all controls in
Contractor's physical and/or technical environment in relation to all Confidential Information being handled and/or hardware,software,or services being
provided pursuant to this Contract.Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel,physical
premises,documentation,infrastructure,application software,and systems relevant to the provision of hardware,software,or services under the Contract.
36.4. SECURITY BREACH PROCEDURES; EQUITABLE RELIEF
In the event of a Contractor,or subcontractor Security Incident affecting the Company,the Company's networks,systems,software,Data,or the Company's
Confidential Information,
a. Contractor shall:
(i) Notify the Company of the Security Incident as soon as practicable,but no later than 48 hours after Contractor becomes aware of it,to
515-281-2967 and [e-mail];and
(ii) Provide the Company with the name,phone number,and email for the Contractor Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management,response,and recovery associated with the Security
Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident,the Parties shall coordinate with each other to investigate such
Security Incident.Contractor agrees to coordinate with Company in Company's handling of the matter,including:(i)assisting with any investigation and(ii)
making available all relevant records and other materials required to comply with applicable law,regulation,industry s tandards,or otherwise reasonably
required by Company
C. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense
in accordance with applicable privacy laws,regulations and standards.Contractor shall reimburse Company for actual reasonable costs incurred by
Company in responding to,and mitigating damages caused by,any Security Incident,including all costs of notice and/or remediation pursuant to
this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to
protect its rights relating to the use,disclosure,protection,and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach,Company is entitled to seek
equitable relief,including a restraining order,injunctive relief,specific performance and any other relief that may be available from any court,in addition to
any other remedy to which Company may be entitled at law or in equity.Such remedies shall not be deemed to be exclusive but shall be in addition to all

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other available remedies at law or in equity,subject to any express exclusions or limitations in the Contract to the contrary.
36.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE
a. In addition to any other obligations that arise on termination or expiration of this Contract,the Parties agree that,on any expiration or termination of this
Contract,upon completion of the delivery of the products and services to be provided under this Contract,or at any time upon Company's request,
regardless of the circumstance:
(i) If Contractor has access to Company facilities or systems,Contractor shall immediately surrender to Company all access cards,security passes,
passwords and other such devices granting access to any Work Site or to Company networks or computer systems;
(ii) If Contractor has Company Data,Contractor shall return any Company Data that is in its care,custody or control to Company in the format
requested by Company and Contractor shall,within 14 days of receiving Company's written confirmation that it can read the Data provided by
Contractor,(1)permanently delete any copies of the Data in Contractor's care, custody or control,and(2)send Company written confirmation that
data has been deleted;and
(iii) If Contractor has Company hardware or removable media,Contractor will return to Company all hardware and removable media provided by
Company that contains Company Data. Company Data in such returned hardware and removable media may not be removed or altered in any
way.The hardware should be physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware
or removable media containing Company Data is owned by Contractor or a third-party,a written statement detailing the destruction
method used and the data sets involved,the date of destruction and the entity or individual who performed the destruction will be sent to a
designated Company security representative within fifteen(15)calendar days after completion of the delivery of the products and services to be
provided under this Contract,or at any time upon Company's request. Contractor's destruction or erasure of Company Data pursuant to this Article
must be in compliance with NIST or ISO Standards.
b. Prior to the expected expiration or termination of a Contract Document by either Party for any reason,or prior to the expected expiration or termination of
this Contract for any reason,including the default of the terms of a Contract Document or a default under this Contract,Contractor agrees to provide
Company with the reasonable as sistance services requested by Company.These services will include,at a minimum,converting data,providing parallel
services until Company has transitioned to a new system,providing on-site technical support,cooperating with Company or its designated vendor in
developing required interfaces,and such other assistance services as shall be necessary or appropriate to facilitate,without material or extended
interruption to the Services,the orderly transition of the Services to Company or its new provider of services.The Parties agree that assistance services
may extend beyond the Term as reasonably required by Company.
36.6 PROHIBITED VENDORS
Contractor may not use in the provision of Work or Services to Company,directly or indirectly using subcontractors,the services,products,component pieces or
sub-assemblies of any company identified by Company or by the U.S.Government and/or regulatory authorities as a security threat(collectively,the"Prohibited
Vendors"),including without limitation the companies identified by Company in Exhibit G and by the U.S.Department of Commerce(which are currently posted on
the internet at https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear and as published in 15 CFR,Subchapter C,part 744,
Supplement No.4).Contractor is responsible for being familiar with the Prohibited Vendors,including additional Prohibited Vendors that Company may identify by
Notice to Contractor and that the U.S.Government may identify from time to time during the term of this Contract. If Contractor fails to abide by the requirements of
this Section,Company will provide Contractor with Notice and a 30 day opportunity to cure.Continued failure to abide by this requirement will be considered a
material breach of this Contract.
37.APPLICATION FOR SERVICES.
These standard terms and conditions shall apply to the provision of all goods and the performance of all services included in or contemplated by this
Purchase Order. However,in the event that any term or condition of this Purchase Order cannot reasonably be applied to the performance of any service included
in or contemplated by this Purchase Order,such term or condition shall be deemed inapplicable thereto.