20241017Notice of Affiliate Transaction.pdf

RECEIVED
Thursday, October 17,2024
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
October 17, 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 12 neoprene
gaskets from Marmon Water to restock its supply for the feedwater system at its Hunter plant.
The purchase will be made through a Purchase Order. A true 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 Water is one of the companies owned by Marmon
Holdings, Inc., in its "Water" industry sector portfolio. Therefore, Berkshire's ownership interest
in BHE and Marmon Holdings, Inc. creates an affiliated interest relationship between PacifiCorp
and Marmon Water.
The price of the equipment to be purchased by PacifiCorp under the Purchase Order is
$507.96. Marmon Water is the original equipment supplier and PacifiCorp was unable to locate
alternative sources from which to purchase the replacement gaskets. To PacifiCorp's knowledge,
Marmon Water is the only supplier of this equipment, without which the feedwater system at the
Hunter plant would be impaired. Thus, PacifiCorp's purchase of the gaskets from Marmon Water
is in the public interest.

Idaho Public Utilities Commission
October 17, 2024
Page 2
Please do not hesitate to contact me if you have any questions.
Sincerely,
r47 K Clu-L
Timothy K. Clark
Assistant General Counsel
PacifiCorp
Enclosure:
Attachment A.pdf

ATTACHMENT A
to
PacifiCorp Notice of Affiliate Transaction

PACIFICORP Page 1 of 10
09/18/2024 08:29:20
PacifiCorp Procurement version 1
825 NE M Litnom ah Street, Suite 1800
Portland, Oregon 97232 Purchase O Kd e r
Shipping Address Information
PacifiCorp P.O .Number 4 501169425
Hunter Plant
1000 S Highway 10 Date 0 9/13/2024
CASTLE DALE UT 84513 Vendor No. 1 49764
Payment Terms Description N ET 30
Vendor Address Buyer T erra Price
M ARM O NWATER INC Phone ( 307) 687-4278
dba MPRM O NINDUSTRIAL WATER LLC Email t [e-mail]
30 TECHNO LO G YAVE DR STE 2F
WARREN NJ 07059 Delivery Date 1 0/18/2024
Attention:JEREMYMACKIE Inco Terms Description F O BO igin Collect
Vendor Phone:[phone] Inco Terms(Part X)
Vendor Fax:
Billing Address Show the Purchase O ider Number on all packages, invoices, bills
PacifiCorp Accounts Payable Departm eit of lading and correspondence. Send invoices to Accounts Payable
PO Box3040 Department. Notify buyer immediately: (1) if unable to ship or
Portland,O R97208-3040 deliver on dates specified below or(2)w hen description is incorrect
For electronic subm ssion: or superseded. Any refund checks m ust be sent to the follow ng
M aterials: [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
ern Ooyee overseeing the work. Portland, O R97208-5504
Shipping Instructions:
***********************SHIPPING INSTRUCTIO
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIO W-3 LISTED BELO WWHEN FREIG HT CO SFS ARE PAID BY PACIFICO FF.
SUPPLIERS ARE NO TTO USE ANY ALTERNATE SHIPPING SUPPLIERS. *************************************************************************
FO RUPS SHIPM BUTS PLEASE ENTER THE SHIPM ENT O 14LINE TO ARDM O t£LO G$TICS
PLEASE LO GIN TO PACIFICO FP FREIG HT PO RFAL
http://www.PacifiCorpfreight.com
PLEASE ENTER O RPRO VIDE YO LR PO#O NEACH LO AD SCHEDULED
*************************************************************************
Currency: USD
Item M terial/Description Q uantity UM Net Price Per UM Net Amount
10 0 001003069 1 2.00 E A 4 2.33 1 EA 507.96
G ASKET,NEO FRENE,3"ID X 12"0 D
G ASKET, NEO FRENE,3"ID X 12"O D
Manufacturer Park Num ber M nufacturer
0177215 N-14182 G AVER WATER SYSTEMS INC

PACIFICORP 4501169425 Dated 09/13/2024 Page 2 of 10
09/18/2024 08:29:20
PacifiCorp Procurement
825 NE M Litnom ah Street, Suite 1800
Portland, O iegon 97232 Purchase O id e r
Total Net Value USD 507.96
Vendor shall furnish the G cods and Services specified above in accordance w th this Purchase O ider,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 O ider.

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PACIFICO FP PURCHASE O FDER STANDARD TERM S& CO NDITIO%
(Rev. Decem ber 2022)
The term sand 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 agreem ent(duly executed by the authorized representatives of both parties)to which the item sin 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 O der.
"Confidential Information"shall have the meaning as defined in the Contract and in addition include any information that identifies an individual or customer of
Com pany,including but not lim ted to custom a account num bers,custom er addresses,custom e'energy usage inform ation,credit or bank account num bers,social
security num bers,passport or driver's license num bers,or any inform ation not otherwise classified as public inform ation by Com pony. "Contract"means the
Purchase 0 der of which these term sand conditions are a part("Purchase O der"),all docum ants incorporated by reference under the Purchase Order,these term s
and conditions themselves with any confidentiality or non-disclosure agreem Ent executed by Com pany and Supplier,and all exhibits and am Endm efts to all such
docum Ents."Data"shall m can any inform ation,form dae,algorithm s,or other content that the Com pany or the Com pany's em ployees,agents and end users upload,
create or m odify using any software provided pursuant to the Contract. Data also includes user identification inform ation and m etadata which m ay contain Data or
from which the Company's Data may be ascertainable. "Item s!'m can any goods or services to be provided or performed by Supplier under the Contract as defined
above. "Price"m eans the consideration to be paid by Com pany to Supplier under the Contract for the Item a"Security Incident"shall m can any circum stance when
(i)Contractor knows or reasonably believes that the confidentiality,integrity,or availability of any Com pany Information has been adversely im pacted,including but
not lim ted to,incidents where Com pany Inform ation has been dam aged,lost,corrupted,destroyed,or accessed,acquired,m odified,used,or obtained by any
unauthorized person,by any person in an unauthorized m anner,or for an unauthorized purpose; (ii)Contractor knows or reasonably believes that an act or om ission
has adversely im pacted the cybersecurity of the products or services provided to Com pany by Contractor or the physical,technical,adm histrative,or organizational
safeguards protecting Contractor's system sor Com pany's system sholding Com pony Inform ation;or(iii)Contractor receives any com plaint,notice,or com m unication
which relates directly or indirectly to(A)Contractor's handling of Com pany Information or Contractor's com Fiance with the data safeguards in this Agreement or
applicable law in connection with Com pany Inform ation or(B)the cybersecurity of the products or services provided to Com pany by Contractor.
2.BLANKET O IDER.
If the Purchase 0 der is designated by Com pany as a blanket order,Com pony shall be obligated to purchase only those quantities of Item swhich it specifically
requests under release orders issued by Com pany to Supplier.
3.ACCEPTANCE O FO IDER.
This Purchase 0 der for Items shall be accepted by Supplier upon receipt of the Purchase O der. Any timely com m eicem ent of Supplier's performance hereunder
shall also be deemed to bean expression of Supplier's acceptance of this O der including these Term sand Conditions. No modification,alteration,or exception
m ade by Supplier to the term sof this Contract shall be a part of this Purchase O der 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 O der unless such price exceeds the lowest price at which Supplier is selling Item sor sim iar item sto 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 0 der,the Price shall not be
higher than the m ast current charged or quoted Price to Com pany for such Item s by Supplier. If there has been no previous charge or quotation by Supplier to
Com pany for Item sand if no price is set forth in the Purchase 0 der,Com pany shall have the right to return the Item s 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 Item sto its other custom ers as of the date of delivery to
Com pany.If prior to delivery of the Item s,Com pany is able to purchase a portion or all of the Item s,or sim iar item sof like quality,at a price which is less than the
Price,Com pany shall notify Supplier.Should Supplier fail to m eet such lower price,Com pany m ay,at its option,purchase from the other source at the lower price,
and in that event Com pany and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Item s purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Com pany arising out of Supplier's perform ance hereunder,including without lim Cation 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
im port or export duties and value-added taxes related to these units and all applicable parts.
5.ACCO LNTING AND AUDITING.
Supplier shall keep accurate and com Pete accounting records in support of all cost billings to Com pony in accordance with generally accepted accounting principles.
Com pany or its audit representative shall have the right at any reasonable tim eor tim es to exam he,audit,and reproduce the records,vouchers,and their source
docum Ents which serve as the basis for com pensation other than com pensation which is fixed in am cunt by this Contract. Such docum efts shall be available for
exam Nation,audit,and reproduction for three(3)years after com pletion or term Nation of this Contract. All results of these audits shall be kept confidential between
the two parties and their agents. Supplier shall assist Com pony with preparing necessary audit material and will allow Com pany 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 REQ UREM ENTS. Supplier shall m eat the requirem ents of any one or m are of clause(i),clause(ii)or clause(iii)below:(i)Supplier m antains 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 tim es the projected m axim urn exposure under this Contract,b)no change in the condition of its earnings,net worth,or working capital over
the last 24 m cnths which would reasonably be anticipated to im pair the Supplier's ability to m eet its obligations under this Contract,and c)Supplier is not in default
under any of its other agreem ants 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 Com pony with copies of its m cst recent annual and quarterly financial statem ants prepared in
accordance with generally accepted accounting principles.
7.UNIFO RN CO NM ERCIAL CO CE.The Uniform Comm acial Code as adopted by the State in which the Items are delivered shall govern this Purchase 0 der,
except as modified herein.
8.DRAWING SSPECIFICATIO%-PRO PRIETARY INFO RN ATIO IaCO N=IDENTIALITY-ADVERTISING.Supplier shall be fully and solely responsible for
obtaining product data adequate to design,m anufacture,fabricate,construct and deliver Item s in com pliance with all requirem ants of the Contract.Com pony shall
retain all rights to all such docum ents it provides or causes to be provided to Supplier. Supplier shall consider all such docum ants to be confidential.Upon
Com pany's request,Supplier shall prom ptly return to Com pany all such docum ants and copies thereof.Supplier shall not advertise or publish the fact the Com pony
has contracted to purchase Item sfrom Supplier,nor shall any inform ation relating to the Purchase 0 der be disclosed without Com pany's prior written perm fission.
Unless otherwise agreed in writing,no com m scial,financial,or technical inform ation disclosed in any m anner or at any tim a by Supplier to Com pany shall be
deem ed secret or confidential.Confidential Inform ation of Com pany labeled as BCSI or Confidential Inform ation shall be protected consistent with the following
requirem ents: (a)BCSI or Confidential Inform ation shall be protected at all tim es,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 m him¢e 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)docum ants or m aterial containing BCSI or Confidential inform ation m ay be reproduced to the m him ur
extent necessary,consistent with the need to carry out the Work,provided that the reproduced m aterial is m aked and protected in the sam e m anner as the original
m aterial;(e)m aterial containing BCSI or Confidential inform ation should be disposed of through secured shredding receptacles or other secured docum Ent
destruction m ethods;(f)BCSI or Confidential Inform ation shall be transm tted only by the following m eans: (i)hand delivery;(ii)United States first class,express,
certified or registered m ail,bonded courier;(iii)secure electronic m Fans with NIST-or ISO com pliant encryption where Data is encrypted in transit and at rest;and
(g)docum Ents or material containing BCSI or Confidential Inform ation shall be returned to Com pany or certified destroyed upon com pletion of the Work.
9.DELIVERY. The Supplier shall deliver Item sto Com pany on the date(s)indicated in the Purchase 0 der. If Supplier fails to m*e delivery of any part of the
Item son the date(s)indicated,the Com pany m ay term hate and pursue other rem edies. All shipm ents shall be delivered F.0 B.to the destination designated by
Com pony in the Purchase 0 der,and risk of loss shall rem an with Supplier until the Item sare received by Com pony,its agent or consignee regardless of whether
Com pony has m ade full paym Ent for the item s A packing slip m ust accom pany each such shipm ent,and if a shipm ent is to a consignee or agent of Com pony,a
copy of the packing slip shall be forwarded concurrently to Com pany.If no such packing slip is sent,the count or weight determ hed by Com pany or its agent or
consignee shall be final and binding on the other parties.Supplier,or the carrier it uses to transport Item s,whichever is applicable,shall(a)m antain a"satisfactory"
safety rating from the U.S.Departm ent of Transportation and shall provide Com pany with written proof of such rating on request if the carrier is a motor carrier,and
(b)m antain the insurance coverages and policy am aunts required by Section 20,unless a larger am cunt is required by any federal,state,or local regulatory
agency,in which event such larger am cunt shall be m antained.
10.WARRANTY. Supplier warrants that for a period of two years after the delivery of or perform ance of the Item S the Item swill(a)be of merchantable quality;(b)
be fit for the Com pany's specified purposes;(c)be of high quality,and be free from defects in m aterial and workm anship;(d)com ply with the m ost stringent of
Com pany's or Supplier's specifications,perform ance guarantees and requirem ents;and(e)com ply with all nationally recognized codes and established industry
standards.All Items shall be sold by Supplier to Com pany free and clear of any liens and encum trances.Supplier's warranties and guarantees shall survive
inspection,delivery,and acceptance of the Item sand/or paym Ent by Com pany.If the Item sdo not conform to any of these warranties then,at Company's option,
Supplier shall repair or replace the defective Item s,F.0 B.Com pany'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 dam ages which Com pany incurs,including,but not Iim ted to,incidental and consequential
dam ages.The foregoing warranties and obligations shall also apply to the Item ssupplied by Supplier in such repair,replacem Ent,or perform ance. Supplier shall
im m aiiately transfer to Com pony the benefit of any m anufacturer's warranties.
11.RESTO O(ING FEE. In the event that Supplier supplies incorrect or defective Item sor fails to deliver Item son or before the delivery date,or this order is
term hated for cause,Com pony shall have no obligation to pay restocking or sim iar fees to Supplier. M creover,in no event shall Com pany be required to pay
restocking or sim iar fees to Supplier unless a m utually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12.CHANG E5. Com pony shall have the right to m a<e changes(including additions and/or om issions)from tim eto tim a in the Item s,any specifications and/or
drawings which area part of the Contract.Company shall give Supplier written notice of any such change. Any claim s by Supplier for adjustments in price or
delivery term safter its receipt of Company's change order m ust be asserted in writing to Company not m ore than ten(10)days after such receipt by Supplier,or
such claim shall be deem ed to have been waived.
13.PAYM ENTS AND INVO CES. Unless otherwise specified in the Purchase 0 der or in a separate written instrum ent signed by Com pany,no invoice shall be
issued by the Supplier prior to the shipm ent or perform ence of the Item S and no paym Ent shall be m ade prior to receipt of such Item sand approval of an invoice for
such Item a Com pany m ay withhold any paym Ent otherwise due under the Contract to the extent necessary to offset any claim Com pany m ay have or assert
against Supplier.

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14.INSPECTIO NAND PRE-WARRANTY PERIO DDEFECTS.
Com pany m ay inspect any Item sordered hereunder during their m anufacture,construction or preparation at reasonable tim es and shall have the right to inspect
such Item sat the tim eof their delivery and/or com Oetion. Item sfurnished hereunder m ay at any tim e 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 Item s m ay have previously been inspected and accepted.Such rejected
Item sm ay,at Company's option,be returned to Supplier for full refund to Com pany,including rem wal,shipping and transportation charges.
15.PATENT,TRADE SECRET,AND CO PfRIG Hr INFRING EM ENT.
Supplier shall settle or defend,at its sole expense and shall indem rify and save Com pany harm less from any costs,expenses,losses,and dam ages resulting from
any claim S suits,or proceedings brought against Com pany which are based upon a claim that the Item S or any part thereof infringe on any patent,trade secret or
copyright in case the Item sor any part thereof furnished hereunder constitute infringem ant. Supplier shall,at its sole expense and at its option(1)procure for
Com pany the right to continue using the goods or part thereof;(2)replace the sam ewith substantially equal but non-infringing Item s,(3)m odify the Item sso as to
becom enon-infringing;or(4)upon written approval of Com pany, rem o✓e the Item sat Supplier's sole expense and refund the Purchase price and the transportation,
installation,and removal costs thereof.
16.CO M FLIANCE WITH LAWS AND REG ILATIO W.
Supplier warrants that all goods,services and labor provided pursuant to this Purchase O ider have been provided in com pliance w th all applicable
law sand regulations,and all applicable executive,judicial and adm inistrative orders,as each may be applicable to the w ork performed hereunder,and
based on total anticipated dollar value of this Purchase O ider.Without Iim Ring the generality of the foregoing,Supplier specifically w arrants its
compliance w th 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 w th 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 O ider 11246,as amended,to develop and im plement a w dtten affirmative action program(AAP)and Executive O iders 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 O ider.
17.CO WLICT M NERALS.
Supplier shall provide to Com pany inform ation on the content of products,m anufactured or contracted to be m anufactured by Supplier for Com pany,that utilize or
contain the"conflict m herals"wolfram te,casserite,colum bite-tantalite(coltan),gold and their derivative m etals: tantalum,tin and tungsten.The inform ation will be
provided in a form that will allow Com pany to verify com Oiance with Section 1502 of the Dodd-Frank Act(the U.S.Conflict M herals Law)and will include evidence
of the origin or sources of the conflict m herals.The inform ation will be subm tted at or prior to the tim eof delivery of products in a form approved and/or designated
by Com pany from tim eto time.Supplier shall obtain Com pany's prior written consent before providing any products to Com pany that include conflict m herals
originated from the Dem ocratic 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 Zam bia.Supplier shall maintain effective accounting procedures,internal controls and audit procedures necessary
to record the country and place of origin of all m herals included in products provided to Com pany,and to verify com Chance with this Section.Com pany shall be
perm Red to audit such records as reasonably necessary to confirm Supplier's com Oiance with this Section.Supplier shall indem rify and hold Company harm less
for all fines, penalties,expenses or other losses sustained by Com pony as a result of Supplier's breach of this Section.
18.LIENS.
Supplier hereby waives its rights to any m echanic's lien or other lien under any applicable statutes or otherwise for all Item sfurnished in connection with the
Contract. Prior to Supplier's receipt of each paym ant under the Contract,Supplier shall deliver to Com pany all affidavits,lien releases, m aterialm en's certificates
and other docum ents required by Com pany under the applicable lien laws. If at any tim ethere shall be evidence of the existence of any such lien or claim for work
done or Item S m aterials,services or equipm ent furnished by Supplier or any other party in connection with the Contract,the Com pany m ay use m cney then due or
to becom edue under the Contract to discharge such lien or satisfy such claim and m ay credit such am runts against the am runts due or to becom edue to the
Supplier.
19.INDEM NTY.
Supplier shall indem rify and hold Com pony and its em tfoyees,directors,officers and agents harm less from and against all expenses,costs,charges,damages,
claim S 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 Iim Cation thereto,loss of use of property,which may occur before or
after delivery of the com Meted Item sto Com pany,or resulting from,in whole,or in part,the sale,design,preparation,m anufacture,fabrication,construction,
com pletion,transportation,delivery,failure to deliver,and/or installation of the item sand/or services,excluding only such as are caused by the sole negligence of
Com pany,but not excluding situations where the Com pany's negligence consists of failure to discover a condition caused or perm Red 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 om issions in the perform ance of such installation.Supplier,in any indem rification
claim hereunder,hereby expressly and without reservation waives any defense or im m unity it m ay have under any applicable Worker's Com pensation laws or any
other statute or judicial decision,disallowing or Iim ling such indem rification where an em tfoyee of Supplier m ekes a claim against any indem ritee herein,and
Supplier consents to a cause of action for indem rity.

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20.INSURANCE.
Supplier shall take out and m antain with a carrier or carriers having an A.M.Best Insurance Reports rating of A-:VII or better the following m him urn 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 Com pensation-com ply with all applicable workers'com pensation laws and furnish proof thereof satisfactory to Com ferny prior to com mencing work or
services. If work or services is to be perform ad in Washington or Wyom hg,Supplier will participate in the appropriate state fund(s)to cover all eligible em ployees
and provide a stop gap(em ployer's liability)endorsem ent;
(b)Em ployer's Liability-lim Is not less than$1,000,000 each accident,$1,000,000 disease each em ployee,and$1,000,000 disease policy lim t;
(c)Com m scial G eneral Liability-with a m him un single event lim it 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 dam age to third party property,including Supplier's em ployees and all third persons,and property of all third parties based upon
and arising out of the negligent acts or om issions of the Supplier's operations hereunder,including the operations of its subcontractors of any tier;
(d)Professional Liability-covering dam ages arising out of negligent acts,errors,or om issions com mfted by Supplier in the perform nice of the work or services
provided under the Contract,with a liability lim it of not less than$1,000,000 each claim. Supplier shall m antain this policy for a m him urn of two(2)years after
com pletion 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 claim sarising out of the perform ance of work or services under this Contract and caused by any error,om ission,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 lim ted to:software,
software or hardware or system sdevelopm ent or consulting services;internet/application services(e.g.,web hosting);providing content;connections to system S
technology or network(s);or if Contractor in any way collects,obtains,m antains or in any way accesses or uses Confidential Inform ation,then Contractor,and its
Subcontractors shall m antain Network Security&Privacy Liability coverage,including Professional Errors&O m§sions,throughout the term of this Contact and for
a period of two(2)years thereafter,with a m him urn required lim t of$5,000,000 Each Claim.
(f)Business Automobile Liability-with a m him urn single lim t of$1,000,000 for bodily injury and property dam age with respect to Supplier's vehicles whether
owned,hired or non-owned,assigned to or used in the performance of the work;and
(g)Um trella Liability-with a m him urn lim It of$5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and lim is required in
Em ployers'Liability insurance,Com m acial G eneral Liability insurance and Business Autom chile Liability insurance above. Insurance coverage provided on a
"claim sm ade basis"shall be kept in effect for the longer of two years from the date of Com pany's initial com m ecial use of the Item sand for such other length of
tim a 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 prim ay insurance with respect to the interests of Com pany and that any other insurance m antained by Com pany(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 Com pany and to all other insured
parties,and Supplier shall provide Com pany with a copy of any such cancellation notice im m aliately after Supplier's receipt of it.Supplier shall include Com pony as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirem efts,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 em ployee of Supplier or of any of its
subcontractors against Com pany,or any of Com pany's agents,officers,directors,or em ployees for any injury(including,but not lim ted to death)or disease arising
out of,related to,or claim ed to have risen out of,or to have been related to the em ployee's em ploym ent in the perform nice of the Contract,Supplier,on behalf of
itself and its Workers'Com pensation carrier,hereby transfers and assigns to Com pany and shall cause each of its subcontractors to transfer and assign to
Com pany any and all liens or subrogation rights that it or their insurers m ay have for Workers'Com pensation benefits paid to the em ployee.O nCom pany's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21.TERM NATIO H SUSPENSIO NO RDELAY.
Com pany shall have the right at any tim eto term hate,suspend,or delay the Contract in whole or in part by prior written notice to Supplier. Im m aiiately after receipt
of such notice,Supplier shall stop all performance hereunder except as may otherwise be directed by Company.In the case of term hation of the Contract,Supplier
shall then transfer to Com pany,in accordance with Com pany's directions,and whether located on the job site,in a vendor's or m anufacturer's facility or elsewhere,
all m aterials and all inform ation accum fated,specifically prepared or acquired by Supplier for use in relation to the design,developm Ent,m anufacture,assem dy,
shipm Ent,installation,operation,m antenance or repair of the Item sand all supplies,shop drawings,work in process,equipm Ent,m xhinery or parts prepared,
acquired or used by the Supplier in connection with such Item sand for which the Supplier is to be reim barsed hereunder,and all working drawings,sketches,
specifications,and other information accum dated,prepared or acquired by Supplier with respect to such Item s The Supplier shall,if directed by the Com pany and
to the extent stated in the notice of term hation,suspension or delay,m a<e all efforts necessary to preserve the work in progress and to protect the Item swhether
still at Supplier's manufacturing facilities or in transit to Com pany'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 m tigate its dam ages resulting from such term hation.Com pany shall pay to Supplier,as Supplier's sole and exclusive
rem edy for term hation under this Section 21,to the extent not already paid to Supplier an am cunt equal to:(a)reasonable and docum anted costs incurred by
Supplier in accordance with the Contract prior to Suppliers'receipt of notice of term hation,plus,(b)the reasonable and docum anted costs and charges incurred by
Supplier in winding up its activities under the Contract prior to the effective term hation date,provided,however,that the am aunts listed in(a)and(b)of this Section
21 plus prior paym ants to Supplier shall in no event exceed the Contract Price. If the suspension or delay is not followed by a term hation of the Contract,Com pony
shall have no obligation or m a<e any paym ants 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 docum Sited costs incurred in accordance with the Contract prior to such effective date which are not reduced or elim hated by
appropriate m tigative action by Supplier.Before Com pany resum es perform ance under the Contract following such suspension or delay,Supplier and Com pony
shall negotiate in good faith on the adjustm ants,if any,which m ay be required in paym ants to Supplier or in the Contract Price to avoid inequities either to Supplier
or Com pany.

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22.DEFAULT.
If the Supplier:(a)becom es insolvent;(b)files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition;(c)m akes a general
assignm ant for the benefit of its creditors;(d)has a receiver appointed;(e)should fail to m ake prom pt paym ant to any subcontractors or suppliers;or(f)fails to
corn ply with any of its m aterial obligations under the Contract,the Com pony m ay,in addition to its rights under Section 13 above,at its option either cure the default
at Supplier's expense or term hate the Contract after first giving Supplier three(3)days written notice to cure such default. Im m eiiately after such term hation,
Com pany m ay:(i)take possession of the Item swherever they m ay be located and in whatever state of com pletion they m ay be together with all drawings and other
inform ation necessary to enable Com pany to have the Item scom pleted,installed,operated,m antained and/or repaired;(ii)pay to Supplier any amount then due
under the Contract after taking full credit for any offsets to which Com pany m ay be entitled;(iii)contract with or em ploy any other party or parties to finish the Items,
and(iv)collect from the Supplier any additional expense,losses or dam age which Com pany m ay suffer.
23.WORK O NPREM ISES.
Before Supplier provides any services or work on Com pany's prem ises,Supplier will exam he the prem ises and any specifications or other docum ants furnished in
connection with the Item sand satisfy itself as to the condition of the prem ises 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 tim es keep the premises free from accum cations of waste m aterial or rubbish.At the com pletion of installation
of the Item s,Supplier shall leave the prem ises and the Item s broom clean.
24.SUPPLIER'S PERSO NNEL/DRUG$ALCO HID t AND FIREARMS.
Supplier shall em ploy in the perform ance of the work only persons properly qualified for the sam a Supplier shall at all tim es enforce strict discipline and good order
am rng its em ployees and the em ployees of any sub-Supplier of any tier. Supplier shall not perm It or suffer the introduction or use of any firearm S illegal drugs,or
intoxicating liquor upon the work under this Contract,or upon any of the grounds occupied or controlled by Supplier. Supplier shall im m aiiately remove from the
work any person found to be in violation of the above restriction and such person shall not again be em ployed in the performance of the work herein without the
express written consent of Company.
25.CRIM HAL BACKG Im UND CHECK,IDENTITY VERIFICATIO NAND RELATED SCREENING.
If requested by the Com puny,the Supplier shall conduct,at Supplier's cost and expense,crim hal background checks for the current and past countries of
residence on all employees,agents,subcontractors or independent contractors and the em ployees,agents or representatives of subcontractors or independent
contractors,that have electronic or physical access to work or Com pany site. At a m him urn,a social security num ber verification and seven-year crim hal
background check,including felony or m'sdem eanor convictions involving: (a)violence to persons/property;(b)theft/fraud;(c)drug/alcohol;or(d)traffic/other are
required. Ern ployment history,education verification,and professional certifications m ay also be required by the Com puny. All background checks will be
conducted in accordance with federal,state,provincial,and local laws,and subject to existing collective bargaining unit agreem ants or other agreements,if any.
Supplier shall not allow persons who have not m et the Com pany's criteria to perform work,unless Supplier has received assent from Com puny. Supplier shall
supply a certification that m eets Com pany's criteria for each Supplier em ployee,agent or representative and for em ployees,agents or representatives of any
subcontractor or independent contractor em ployed by Supplier. Supplier shall ensure that em ployees,agents,subcontractors or independent contractors and the
em ployees of subcontractors or independent contractors sign an appropriate authorization form prior to crim hal 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 com pliance 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 Com puny,Supplier shall ensure a drug test,at Supplier's cost and expense,for all em ployees,agents,subcontractors or
independent contractors and the em ployees,agents or representatives of subcontractors or independent contractors,that have electronic or physical access to
work or Com puny site has been com pleted prior to assignm ant at Com pany.Such drug test shall be a five(5)Panel Drug Test,which should be recognizable at
testing labs as a"Sam HSA5 panel at 50NG-THC cut-off'.
Certification of assigned worker com pliance with the crim hal background check and the drug test shall be subm tted to Com pany as described in the Com puny
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)m cnths prior to the assignm ent
date.Such recent background check or drug test shall be docum anted per the previous paragraph.
Supplier shall ensure Departm ant of Transportation com piance,including but not lim ted to valid drivers license,equipm ant inspections,hours of service and all
appropriate documentation for any assigned worker who m ay drive while on assignm ant to Com puny.
Supplier warrants that Supplier,its em ployees,agents,Subcontractors or independent contractors and the em ployees of Subcontractors or independent contractors
have m et the Com pany's criteria or received assent from the Com pony and are in com pliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Com puny m ay review Supplier's policies,background checks and related docum entation upon request,subject to applicable
federal,state and/or local statutes or regulations. Com puny m ay also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Com pany work or site.

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26.REQ UREM BUTS FO RACCESS
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 Com pany's Facilities;or(ii)
local or rem ate access to Com pany's Cyber Assets. For all Personnel who require either such access,Contractor shall:a)Ensure that Personnel corn plate
Com pany provided or approved training prior to requesting access; b)Notify the com pany in a tim dy m anner of term Nation or change in status removing the need
for access. In the case of Sensitive Personnel and/or involuntary term nation,notification m ist be im m abate. In all other cases,notification m ist 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 m et the foregoing requirem ants of this subsection 3 to perform Work,unless Contractor has received prior written consent from Com pany.
27.BUSINESS ETHICS.
Supplier,its em ployees,agents,representatives and Subcontractors shall at all tim as m antain the highest ethical standards and avoid conflicts of interest in the
conduct of work for the Com pany.
28.INDEPENDENT CO NrRACTO R
Supplier is acting as an independent contractor,and the m anner and m eans of conducting the work which is a part of the Item swill be under Supplier's sole control
subject to com pliance with all of the term sof the Contract and to the continuing right of inspection by Com pany's representatives.Supplier shall fully com ply with all
applicable em ployer and liability laws and Worker's Com pensation acts of each state or political subdivision in which the Item sare to be constructed or located.
29. NO N•WAIVER.The failure of Com pany to insist upon strict perform aice of any of the provision of the Contract or to exercise any rights or rem edies provided
thereunder,or Company's delay in the exercise of any such rights or rem edies,shall not release Supplier from any of its responsibilities or obligations im posed by
law or by this Purchase O der and shall not be deem ad a waiver of any right of Com pany to insist upon strict perform ance of this Contract.
30.ASSIG W ENT.
Supplier m ay not assign the Contract or any right thereunder without the prior written consent of Com pany and any assignm ant without such consent shall be void.
Com pany m ay assign the Contract to any of its parent,divisions,affiliates,or subsidiary com panies that agree to be bound by the term sand conditions,and
applicable appendices or exhibits set forth herein.
31. ENTIRE AG L€EM ENT.
The Contract sets forth the entire agreem ant between Supplier and Com pany on the subjects covered herein. No term S conditions,understanding or agreem ant
purporting to m odify or vary the term sof the Contract shall be binding unless m ade in writing and acknowledged by Supplier and Com pany.Any term sand
conditions any other purchase order,release order,acknowledgm ant, invoice or other form issued by Supplier which conflicts in any way with the term sand
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.G O KERNING 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 m echanics liens,workers'
com pensation and other em ployer-em ployee relations m afters and/or local taxation otherwise require,the Contract and all the perform aice 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 PERM ITTED BY LAW,EACH O FTHE PARTIES
HERETO WAIVES ANY RIG Hp IT MAY HAVE TO A TRIAL BY JURY IN RESPECT O FLITIG ATIO NDIRECTLY O RINDIRECTLY ARISING O Up O F, UNDER O R
IN CO MECTIO NWITH THIS AG TEEM ENT. EACH PARTY FURTHER WAIVES ANY RIG Hf TO CO N3O LIDATE ANY ACTIO NIN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY O lHER ACTIO NIN WHICH A JURY TRIAL CANNO TBE O RHAS NO TBEEN WAIVED.THIS PARAG R4PH WILL SURVIVE THE
EXPIRATIO NO RTERM NATIO NO FTHIS CO NFRACT.
34.FO RUM.
The local,state and federal courts having jurisdiction over the location where the Item sare to be used by Com pany shall have exclusive jurisdiction over all litigation
related to the Contract.
35.ALLO CATIO N
In the event of a partial failure of Supplier's sources of supply,Supplier will first m eat all of Com pany's requirem ents hereunder prior to any allocation am cng other
custom ers.

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36.CYBER SECURITY
36.1. S CO FE O FTHIS ARTICLE
This Article applies to Contractor and its Personnel and Subcontractors that provide hardware,software,or services to the Com pany that m ay im pact the
confidentiality,integrity,or availability of the Com pany's networks,system S software,Data,or Confidential Inform ation for the term of the Contract.
36.2. C YBER SECURITY CO NrRO IS
a. C ontractor shall have and m antain security controls to protect the Com pany's networks,system S software,Confidential Inform ation,and Data that are no
less rigorous than the latest published version of ISO JEC 27001 -Inform ation Security M anagem ant System s-Requirem ants,and ISO IEC 27002-Code of
Practice for International Security M anagem ant.
b. C ontractor agrees to disclose to the Com pany known security vulnerabilities in hardware,software,and services provided under the Contract in a tim dy
m anner.
c. C ontractor 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 m ethod to verify the integrity and authenticity of all software and patches provided by the Contractor.
d. C ontractor shall follow all applicable Com pany requirem ants for Contractor-initiated interactive rem ote access and system Ao-system rem ote access with
Contractor.To the extent Contractor's Personnel will have interactiverem cte access to Com pany's networks,system sor applications,Contractor'Personnel
will use m uti-factor authentication provided by the Com pany.Authentication tokens and passwords m ust not be shared.Upon either(i)Personnel
term hation actions or(ii)changes in the status of Personnel which rem o✓es their need for rem cte access,Contractor shall report such termination or
change instatus to the Com pany's Service Desk by telephone and em al as soon as practicable and no later than close of the sam ebusiness day. In the
case of Sensitive Personnel and/or involuntary term hation,notification m ust be im m aiiate.In all other cases,notification m ust be within one business day.
e. C ontractor shall ensure that em al from the Contractor and any services provided under the Contract:
M O iginates from a dom an or dour ans with a published Dom an-based M essage Authentication,Reporting and Conform ance("DM ARC")policy of
"reject"and with a published Sender Policy Fram enrork policy consisting of valid senders and a"fail"directive(-all). If the optional DM ARC
"pct"directive is used"pct"must beset to "100";
(ii) P asses a DM ARC authentication check;
(iii) U tilizes a Dom anKeys Identified Mal(DKIM)2048 bit key;and,
(iv) S upports Transport Layer Security(TLS).
36.3. Qr ERSIG Hr O FCO M RIANCE
If the contract includes hosted or cloud services,Contractor shall provide annually to the Com pony a Statem ant on Standards for Attestation Engagem ents(SSAE)
Service O ganization Control(SO Q 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. A nnually provide a copy of ISO 27001 certification covering the scope of the contract and pertaining directly to the Contractor;or,
b. A nnually 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 m ust also be m ade available to the Com pany;or,
c. A Ilow Company to conduct an assessm ent,audit,exam Nation,or review of Contractor's security controls to confirm Contractor's adherence to the term sof
this Article,as well as any applicable laws,regulations,and industry standards,not m are than once per year or upon notification of any Security Incident or
complaint regarding Contractor's privacy and security practices.Com pany m ay elect to obtain the services of a m utually-agreeable third partyto conductthis
assessm ent,audit,exam hation,or review on behalf of Com pony. Com pany shallgive Contractor no less than thirty(30)calendar days'notice of its intent to
conduct such assessm ant, audit,exam Nation,or review. As part of this assessm ent, audit,exam hation,or review,Com pany m ay review all controls in
Contractor's physical and/or technical environm ant in relation to all Confidential Inform ation being handled and/or hardware,software,or services being
provided pursuant to this Contract.Contractor shall fully cooperate with such assessm ant by providing access to knowledgeable personnel,physical
prem ises,docum entation,infrastructure,application software,and system srelevant to the provision of hardware,software,or services under the Contract.
36.4. SECURITY BREACH PRO CEDURES; EQ UTABLE RELIEF
In the event of a Contractor,or subcontractor Security Incident affecting the Com pany,the Com pany's networks,system S software,Data,or the Com pany's
Confidential Information,
a. C ontractor shall:
(i) N otify the Com pany of the Security Incident as soon as practicable,but no later than 48 hours after Contractor becom es aware of it,to
515-281-2967 and G bbalSecurityO [e-mail];and
(ii) P rovide the Com pany with the nam e;phone num her,and em al for the Contractor Personnel who shall serve as Contractor's prim ay security
contact and shall be available to assist the Com pony with Security Incident m anagem ant,response,and recovery associated with the Security
Incident.
b. I m m adiately following Contractor's notification to the Com pony of a Security Incident,the Parties shall coordinate with each other to investigate such
Security Incident.Contractor agrees to coordinate with Com pany in Com pany's handling of the m atter,including:(i)assisting with any investigation and(ii)
m acing available all relevant records and other m aterials required to com py with applicable law,regulation,industry s tandards,or otherwise reasonably
required by Com pany
c. C ontractor shall use best efforts to im m aiiately rem edy 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 reim burse Com pony for actual reasonable costs incurred by
Com pany in responding to,and m tigating dam ages caused by,any Security Incident,including all costs of notice and/or rem ediation pursuant to
this section.
d. C ontractor shall fully cooperate at its own expense with Com pany in any litigation or other form a action deem ed reasonably necessary by Com pany to
protect its rights relating to the use,disclosure,protection,and maintenance of its Confidential Information and Data.
e. C ontractor acknowledges that any breach of Contractor's obligations set forth in this Article m ay cause Com pany substantial irreparable harm for which
m cnetary dam ages would not be adequate com pensation and agrees that, in the event of such a breach or threatened breach,Com pony 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 rem edy to which Com pany m ay be entitled at law or in equity.Such rem edies shall not be deem ed to be exclusive but shall be in addition to all

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other available rem edies at law or in equity,subject to any express exclusions or lim Cations in the Contract to the contrary.
36.581) LIG ATIO N3 O NTERM NATIO NAND TERM NATIO NASSISTANCE
a. I n addition to any other obligations that arise on term Nation or expiration of this Contract,the Parties agree that,on any expiration or term Nation of this
Contract,upon com pletion of the delivery of the products and services to be provided under this Contract,or at any tim e upon Com pany's request,
regardless of the circumstance:
(i) I f Contractor has access to Com pany facilities or system S Contractor shall im m eiiately surrender to Com pany all access cards,security passes,
passwords and other such devices granting access to any Work Site or to Com pany networks or com puter system S
(ii) I f Contractor has Com pany Data,Contractor shall return any Com pany Data that is in its care,custody or control to Com pany in the form at
requested by Com pany and Contractor shall,within 14 days of receiving Com pany's written confirm ation that it can read the Data provided by
Contractor,(1)perm anently delete any copies of the Data in Contractor's care, custody or control,and(2)send Com pany written confirm ation that
data has been deleted;and
(iii) I f Contractor has Com pany hardware or rem o✓able m edia,Contractor will return to Com pany all hardware and rem cable m edia provided by
Com pany that contains Com pany Data. Com pany Data in such returned hardware and rem cable m edia m ay not be rem ced or altered in any
way.The hardware should be physically sealed and returned via a bonded courier or as otherwise directed by Com pany. If the hardware
or rem cable m edia containing Com pany Data is owned by Contractor or a third-party,a written statem ant detailing the destruction
m ethod 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 Com pany security representative within fifteen(15)calendar days after com pletion of the delivery of the products and services to be
provided under this Contract,or at any tim e upon Com pany's request. Contractor's destruction or erasure of Com pany Data pursuant to this Article
m ist be in com pliance with NIST or ISO Standards.
b. P rior to the expected expiration or term Nation of a Contract Docum ant by either Party for any reason,or prior to the expected expiration or term Nation of
this Contract for any reason,including the default of the term sof a Contract Docum ant or a default under this Contract,Contractor agrees to provide
Com pany with the reasonable as sistance services requested by Com pany.These services will include,at a m him urn,converting data,providing parallel
services until Com pany has transitioned to a new system,providing on-site technical support,cooperating with Com pany or its designated vendor in
developing required interfaces,and such other assistance services as shall be necessary or appropriate to facilitate,without m aterial or extended
interruption to the Services,the orderly transition of the Services to Com pany or its new provider of services.The Parties agree that assistance services
may extend beyond the Term as reasonably required by Company.
36.6 P RO HBITED VENDO R5
Contractor m ay not use in the provision of Work or Services to Com pany,directly or indirectly using subcontractors,the services,products,com ponent pieces or
sub-assem Hies of any com pany identified by Com pany or by the U.S.G cernm ent and/or regulatory authorities as a security threat(collectively,the"Prohibited
Vendors"),including without Iim Cation the com panies identified by Com pony in Exhibit G and by the U.S.Departm ant of Com m ece(which are currently posted on
the internet at https://www.bis.doc.gov/index.php/regulations/export-adm histration-regulations-ear and as published in 15 CFR,Subchapter C,part 744,
Supplem Ent No.4).Contractor is responsible for being fam liar with the Prohibited Vendors,including additional Prohibited Vendors that Com pany may identify by
Notice to Contractor and that the U.S.G cernm Ent m ay identify from tim eto tim eduring the term of this Contract. If Contractor fails to abide by the requirem ents of
this Section,Com pany will provide Contractor with Notice and a 30 day opportunity to cure.Continued failure to abide by this requirem ent will be considered a
material breach of this Contract.
37.APPLICATIO NFO RSERVICES.
These standard term sand conditions shall apply to the provision of all goods and the perform ance of all services included in or contem plated by this
Purchase O der. However,in the event that any term or condition of this Purchase O der cannot reasonably be applied to the perform ance of any service included
in or contem plated by this Purchase O der,such term or condition shall be deem ed inapplicable thereto.