20140123Notice of Affiliate Transaction2.pdf

Mark C. Moench
Senior Vice President and General Counsel
201 S. Main Street, Suite 2100
Salt Lake CiO, UT 81111
801-22044s9 Oflice
801-2204058 Fax
mar k. mo en c h@p a c ift c o r p. c o m
January 23,2014
VA OWRNIGHT DELIWRY
Idatro Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Attention: Jean D. Jewell
Commission Secretary
PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This leffer will serve as notice pursuant to Commitment I l7(2), incorporated in the
Idalro 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 (MEHC), of an affrliate
interest transaction with Shaw Environmental, Inc. (Shaw Environmental) for the purchase of
maintenance for emissions monitoring systems. Included with this filing as Attachment A is a
copy of the General Services Contract (Contract) that will be executed for these maintenance
services.
PacifiCorp is a wholly-owned indirect subsidiary of MEHC. MEHC is a subsidiary of
Berkshire Hathaway, Inc. (Berkshire Hathaway). As of March 31,2010, Warren E. Buftet (an
individual who may be deemed to control Berkshire Hathaway), Berkshire Hathaway, various
subsidiaries of Berkshire Hathaway and various employee benefit plans of Berkshire Hathaway
subsidiaries together held an interest in excess of 5 percent in Shaw Environmental. Therefore,
Berkshire Hathaway's ownership interest in Shaw Environmental may create an affiliated
interest in some PacifiCorp jurisdictions.
Shaw Environmental provides comprehensive air measurement services. PacifiCorp
needs maintenance services for continuous emissions monitoring systems at various generation
plants. PacifiCorp selected Shaw Environmental to provide these services after conducting a
request for proposals. Shaw Environmental submitted the lowest price bid and is able to meet all
of Pacifi Corp' s requirements.
PacifiCorp anticipates spending $534,337 over a three-year period for the services
provided under the Contract by Shaw Environmental. PacifiCorp is required by federal and state
regulations to monitor and report emissions from coal and natural gas-fueled facilities.
Jean D. Jewell
Notice of Affiliate Transaction
January 23,2014
PacifiCorp uses continuous emission monitors (CEM) to meet these requirements. PacifiCorp
could be subject to regulatory enforcement action if the availability of the CEM falls below a
certain threshold. PacifiCorp coal-fueled plants are also required to have a mercury monitor as
part of CEM. Quarterly auditing of the calibrator for the mercury monitor is required. This
transaction is in the public interest so that PacifiCorp can ensure compliance with regulatory
requirements and effectively monitor emissions.
Please do not hesitate to contact me if you have any questions.
Best Regards,
7r(,r!-G
Mark C. Moench
Senior Vice President and General Counsel
PacifiCorp
Enclosures
Attachment A
Gene ral Services Contr act
Contract No. 300007346I
GnnBng, Spnvlcrs Cor,{TRA,cr
BETwEEN
PACIFICoRP
AND
SHAW ETWIRoNMENTAL INC.
rOR
ENVIRO}{MENTAL MONTTORING EQTIPMENT MAINTENANCE
AT
THENMALPI.,ANTS
Tlrr"r or Coxrrnts
PAQE
ARTICLE 10. DESIGNATED REPRESENTATTVE AND NOTICES.... .,.................6
ARTICLE 15. INSURA}ICE AND WORKERS COMPENSATION.......,....... ....-........ 7
ARTICLE 18. CONTRACTOR'S PERSONNEUDRUGS, ALCOHOL AND FIREARMS ....,............., ................9
ARTICLE 19. ACCESS TO COMPANY',S FACrLITI8S.............,. ............................9
ARTICLE 20. SUBSTANCE ABUSE/DRUG AND ALCOHOL POLICY......... ........................,., I1
ARTICLE 21. DEPARTMENT OF TRANSPORTATION......... ........ 1 I
ARTICLE 27. SAFEry AND HEALTH/ACCIDENT AND DAMAGE PREVENTION .............. 12
ARTICLE 28. PROTECTION OF EXSTING FACILITIES .................. ................... 12
ARTICLE 29. PRESERVATION OF PUBLIC/PRTVATE ACCESS................... ........................... 12
Shaw Environmsntal Ccraral Servicc K 08NOVI0 Pagc I of 19
Contact No. 3000073461
ARTICLE 31. SUPERINTENDENCE BY CONTRACTOR................ ...................... 12
ARTICLE 32. USE OF PREMISES AND TRESPASS .,.....,............... 12
ARTICLE 37. CONFLICTS, ERRORS, OMISSIONS, OR DISCREPANCIES IN CONTRACT DOCUMENTS.................... I3
ARTICLE 38. CLAM NOTICE A}ID RESOLUTION PROCEDURE .................... 13
ARTICLE 40. TERMINATION FOR CONVENrENCE.............,.. ........................... 14
ARTICLE 47. RELEASE OF INFORMATION - ADVERTISING AND PROMOTION......... ...... I6
ARTICLE4S, CONTIDENTIAL INFORMATIONNONDISCLOSURE... ............... 17
ARTICLE 49. OWNERSHIP OF DESIGNS, DRAWINGS, A}'{D WORK PRODUCT... ................. 17
ARTICLE 50. PATENT A}ID COPYRIGTTT INDEMNITY ....,........... 18
ARTICLE 56. ENTIRE CONTRACTIDOCUMENTS INCORPORATED BY REFERENCE ............... ............. 18
ARTICLE 57. EXECUTiON AND ETFECTTVE DATE.... ................... 19
E)GilBrrA, ScopporWom
ExHIBrr B, PRICING ScHmuLs
ExHIBrr c, roRM oF PERFoRMANCE LETTER oF CREDIT
Emsrr o, Corrnacron / IGNDoR INFoTMATIoN FoRM
ExHBrr E, SpEclAL CoNDrffoNs ATALL PACIFICoRP Pr-ANrs
Bamn- r, CoupANy's CRITERTA
Shaw Enviroruncntal Cen€ral Scrvices K 08NOVI0 Page 2 of 19
Contact No. 3000073461
GENERAL SunvlcEs CoNTRACT
BETwEEN
PACE'ICoRP
AND
SHAW Er{yTBoNMEFTTAL INC.
roR
DITVIRONMENTAL MONITORING T,QUIPMENT MAINTENANCE
AT
TTIENMALPTJ.NTS
PARTIES
The Parties io this General Services Connact f'Conhact'') arc PACIFICORP (hereinafter'Cornpany'') whose address is
825 NE Muhnomah Steet Portland Oregon 97232 arrd SHAW EI{VIRONMENTAL INC. (hereinafter "Contactot') whose
address b 2526 Westcott Blvd-, Knoxvillg TN 37931. Conrpany and Contactor are hereinaffer sometimes collectively refened to
as '?arties" urd individually as a "Prty," as the context may require.
ARTICLE I. DEFINITIONS
Delined Terms:
CIPS Covered Asseb shall mean any assets identified by Company as "critical assets" or "critical cyber a$sets," as those terms
are defined in the North American Electic Reliability Corporation Glossary of Temrs,
Company's Criteria shall mem applicable requirements used as the baseline for determining whether an individual is a restricted
person, ?s set forth on Exhibit F. Company's Criteria.
Company's Facilities shall mean any facilities owned, operated or otherwise controlled by Company which require Company
authorization to obtain access.
Critical Infrestructure Information (CI! shall mean information concerning CIPS Covered Assets that: (i) relates to the
production, generation or tansmission of enerry; (ii) could be useful to a person planning an attack on critical infrastucture;
and (iii) provides strategic infomration beyond the geographic location of the critical asset and which is identified as CII by
Company.
Deliverables shall be as specified in the Scope of Work.
Emergency shall mean conditions under which, without effecting an immedixe repair or re,placement (i) life, healtb, or safety
would be endangered by operation of &e Cornpany's assets; (ii) the Company's assets would be rmavailable for commercial use;
or (iii) the Company's assets could not be ope,rated, or dernonstrated to be operating, in compliance with environmental
regulations.
Equipment shall mean all equipment, materials, goods, partc, and associated hardware to be delivered to Company, by
Contractor, under this Cont,-act.
Force Majeure Event shall mean a delay caused by any national or general stike (but exciudi.g strikes relating solely to the
work force of Company, Conuactor or a Subconfizctor), fre, rioB, acts of Go{ acts of the public enemy, floods, acts of
terrorism" unavoidable tansportation accidene or ernbaryoes, or other events which are: (i) not reasonably foreseeable as of
the date the ConFact was executed; and (ii) attribuable to a cause beyond the control and without the fault or negligence ofthe
Party incuning such delay. The term Force Majeure Event does not include a delay caused by seasonal weather conditions,
ShawEnvimnmental Gensral Services K 08NOV10 Page 3 of 19
Conkact No. 3000073461
inadequate construction forces, or C,ontactor's failure to place orders for Equipmen! malerials, consttrction equipment or
other items sufficient$ in advance to ensure delivery and/or availability when needed.
Material Adverse Change (MAC) shall mearq with respect to the Contactor, if the Con&actor, in the reasonable opinion of
Company, has expericnced a material adverse ghange in the Contactor's financial condition or Contactor's ability to fulfill its
obligations under this Contzct, including, but not limited to, uy such change tlat results in irc inability to satisfy ARTICLE 7,
CREDIT REQUIREMENTS or ARTICLE 8, SECURITY, including any event or circumstance that would give Company tire
right to terminate for cause pursuant to ARTICLE 41, TERMINATION FOR CAUSE.
Net Reptacement Costs shall mean the "cost to coved' runedy available to Company in the errcnt of a default by Contactor under
&is Contract The N* Replacement Cosb shall be calculated by (i) zubtactins the unpaid balsnc€ of lhe total Conlact pnice from
the costs incurred by Company to obtain a replacement contastor to finish the Work that Contacbr was othenrise obligated to
provide during the remaidng term of ttris Contact (or the costs, internal and third paty, incurred by Compmy to complete zuch
remaining Work ihels; and (ii) adding a sum for additional managerial, adminisrative, and other reasonable costs Company incurs
as aresult of Contactor's default.
Noticl shall mean a formal written communicdion u&ich, pursuant !o the Contact one Parly must deliver to the other in order to
invoke a C,ontract righr set for& herein.
Pertonnel shall mean the employees of Contactor or the employees of any Subcontractors, or other agents of Contractor
employed to perform S/ork under this Contact.
Scope of \York or Specification shall mean the requirements rpgarding the Worh as d€tailed in the exhibits athched to this
Contrct
Sensitive Personnel shall mean all Personnel with authorized unescorted physical access to Company's Facilities or authorized
cyber acress to Company's CIPS Covered Assets.
Service(s) shall mean any labor, skill, or advice provided to Company pursuaxrt to this Contact.
Subcontractor shall mean any entity or person (including subcontactols at any tier, laboren and materials suppliers) having an
agreement wilh Contractor or any other Subcontactor to perform a portion of Contractor's obligations under this Confinct.
lVork shall mean all obligations, duties, requirements, and responsibilities for the successful completion of the Conract by
Contractor, including fumishing of all Equipment and/or Senrices (including obaining all applicable licenses and permits) in
accordance with tle terms and conditions set forth h€r€in and inclusive of those detaiied h€rein.
Workers' Compensation Laws shall mean the stotufory requirements of the state and/or federal regulations (e.g., FELA,
USL&H, Jones Act) where tte Work is to be performed.
Work Site shall meanthe location or locations on Company's property where the Work is to be pedormed,
ARTICLE 2. DESCRIPTION OFWORK
Contractor shall perform the Work in accordance with Exhibit A. Scope of Work Contactor shall be solely resporsible
for the means, me&ods, and procedures of performing the Work. Except as otherwise provided in this Contact Contrastor shall
provide all necessary utilities and supporrt services.
ARTICLE 3. PERIOD OF PERFORJVIANCE
Time is of tle essence. This Contract shali be effective on January 1, 20ll and continue in effect through December
3L2A$. Unless earlier terminated as provided herein, this Contract shall continue in effect until final completion of all Work
set forth herein; Widg6 however, that all warranties, inde,mnities, insurance requirements, confidentiality obligations, or
other obligations which by their own terrns are intended to survive the expiretion of this Contact shall continue in full force
and effect after such date.
ARTICLE 4. CONSIDERATION ANDPAYMENT
As full consideration for the satisfactory performance of Contractor's obligations under this Contract Company will
pay Contractor all undisputed amounts within thirty (30) days of receipt and approval of properly submitted invoice(s), net of
any retention amounts fhat are ertitled to be withheld by Company pursuaff to the terms of this Contract. The total amount of
considemtion payablc for &e Work is specified in Exhibit B, Pricing and Payment Schedule.
Shaw Environrrental Oeneral Services K 0ENOVIO Pagr4 of 19
Contract No. 3000073461
All invoices shall be addressed as follows:
PacifiCorp
Atur Steve,nJensen
1407 \Mest North Temple, Suite 310
Salt Lake City, UT 84116
INVOICES WHICH DO NOT CONTAIN THE ABOVE INFORMATION, OR ARE NOT
ADDRESSED AS ABOVE, MAY CAUSE PAYMENT DELAY.
Company may offset any such payment to reflect amounts owing from Contactor to Company or its subsidiaries pursuant to this
Contract or any other agreement betwesn the Parties or othenrise. In additio4 Company may withhold all payments othenrise
due Contractor until such time as Contractor has provided any Default Security required by this Contract. tf required by
Company, the final payment, including any retention nmourts withhel4 shall not become due until Contractor has furnished
Company a final release from all claims and demands arisirg out the Contract in a form accepbble to Company.
Upon request by Company, Confactor shall also provide interitn lien and claim releases executed by Conhactor, interim and/or
final lien and claim releases execded by Subcontractors tbrough the date of ach invoice suknitted.
ARTICLES. TAXES
The consideration as stoted in ARTICLE 4, CONSIDERATION AND PAYMENT, includes all taxes arising out of
Contractor's performance hereunder, including without limitalion state and local sales and use taxes, value-added taxes, import
duties, payroll taxes, income taxes and other taxes relating to the pcrfomrance of the Work. State and local sales and use taxes
strall be stated separat€ly and shown on all invoices as a separate line item. Upon request of Company, Contractor shall
promptly provide to Company evidemce satisfactory to Company of the payment of all applicable taxes.
ARTICLE 6. ACCOUNTING AND AIMITING
Contractor shall keep accurate and complete accaunting records in support of all cost biltings and claims to Company
in accordance with generally accepted accounting principles. Company, or its audit representatives, shall have the right at any
reasonable time or times to examine, audit, and copy the records, vouchen, and their source documeuts which relate to any
claim for compensation other than pricing elements which are fixed in amount by this Confract. Such documents shall be
available for examination, audit and copying for three (3) years after the completion or termination of this Contract.
Contractor shall assist Compauy wifi preparing necessary audit material and will allow Conrpany to review any work papers
prepred by independent auditors as allowed by professional standards.
Audit frrdings by Company's representative will be considoed b be fual and conclwive for the period audited. Any wer
collestions shall be retumed to Company within fiirty (30) calendar days from date ofNotice of ovacharge.
ARTICLE 7. CREDTT NEOUIRDMENTS
Contractor shall meet the requirements of any one or more of clause (i) or clause (ii) below: (i) Conbactor mainEins a
senisr rmsecured debt rating from Standard & Poor's of BBB- or better; or (ii) if Conta,ctor does not maintain a satisfactory
debt ruing Contrdctor meets ALL of the following medit s&ndards: a) kagible net worth ten (10) times the projected
maximum liability of Contractor under this Contact; b) no change in the condition of its earnings, net worth, or working
capital over the last twenty-forx (U) months, which would reasonably be anticipated to impair the Contractor's ability to meet
its obligations under this Contrdct; ard c) Contractor is not in default undar any of its other agresments and is current on all of
its financial obligations.
If requested by Company, Contractor shall within thirty (30) calendar days provide Company with copies of its most reccnt
annual and qua(erly financial shtements prepared in accordance with generally accepted ussquting principles.
ARTICLE8. SECURTTY
In the event Contractor is unable to satisfr the credit requirernenb set forth in ARTICLE 7, CREDIT
REQUIREMENTS at any time during the term of this Contract, or if Contractor experiences a Material Adverse Change at any
time dwing the torrr of this Contract, then Confiactor strall provide Company with security against defaults by Contmctor
Shavr Envirmmer*al Gsreral Scrviccs K 08NOVI0 Page 5 of 19
Contact No. 300007346 I
under this Contact in such form and &mount as may be reasonably required by Company ('Defauh Security"), and pursuant to
such additional agreements or insfuments as may be rrasonably required by Company, including but not limited to letters of
credit, third parfy guaral$ies, escnow accounts, labor and rnaterial payment bonds and/or surety bonds. Cornpany may at any
time, at its ov,rn discretion or pursuant to a request by Contractor, recalculate the amount of Default Security required pursuant
to this Article, in which case Company shall increase or decrease the existing amount of Default Security, as appropriate. At no
time shall the amount of Default Security to which Company is entitled pursuant to this Article be less than Company's Net
Replacement Costs.
The tems of any letter of credit required by Company shall conform to the atbched Exhibit C, Form of Letter of Crediq as
well as the requirements of this Confi?ct and be issued by a bank acceptable to Company. The letter of credit shall provide for
payment to Company of the letter of credit stated amount if Confactor defaults under the terms of this Contact. The Company
shall have the right to call the entire amount of the letter of credit if Contractor has not renewed the letter of credit tilfuty (30)
calendar days prior to its expiration.
Contracior's expenses of complying wift additional Default Security obligations as set forth in this Article shall be bome by
the Contactor.
ARTICLE 9. WTTIII{OLDING PAYMENT
Compauy may, without timiting any other rights or remedies Company may have, witirhold from paymant amounts
which reflect the reasonable cost to repair or replace unsatisfactory Work or the value of any claim against Company, which
Contractor has failed to settle pursuant to its indemnity obligations under the Contract. Company may also retain from any
payment sufficient funds to discharge any delinquent accounts of Contactor fbr which liens on Company's property have been
or can be fiIed, and Cornpany may at any time pay therefrom for Contactor's account such amounts as are, in the opinion of
Company, due thereon, including any sums due under any fedsal or state law.
ARTICT,E 10. DESIGNATED REPRpSENTATTVE AI{D NOTICES
Prior to commencement of the Work, each Party shall designate a representative authorized to act on its behalf, shall
advise the other Party in writing of the name, address, and telephone number of such designated representative, and shall
inform the other Party of any subsequent change in such desiguation. All communications relating to the day-to-day activities
under this Contract shall be exchanged between such desipated representatives through any agreed form of communication.
Any formal Notice required to be delivered in writing under the terrs of this Conhact shall be delivered to the representative of the
other Parly as designated below. All formal \ryritten Notices shall be: (i) hand delivued; (ii) de,posiEd in the mail, pnopaly sarnped
with the required postage; (iii) sent via registered or cprtified mail; or (iv) sent via recognized overnight courier service. The Parties'
addresses forprrposes ofNotice shallbe as set forth below:
Ifto Company:Ifto Contractor:
PacifiCo,rp Shaw Environmental
1407 WestNorth Temple, Suite 310 2526 lVestcott Blvd.
SaltLake City, Lft 84116 I(noxville, TN 37931
Atn: Steven Jensen Attn: Martin Keller
Telephone: 84L.22O.4639 Telephone; 865.6Y22517
Eiftcr Party may change the name or address of the desigrrated recipient of Notices by delivery of a Notice of such change as
povided for in this Article.
ARTICLE II. CORRECTION OF WORK
Any time prior to final completion of the Work and acceptance by Company, Company may reject Work which, in
Company's opinion, fails to conform to this Contact. Contactor, at ib sole expetrse, shalL (i) promptly re-perform or replace
any Services or Equipment so as to conform with the requirements of this Contract; and (ir) remove from the Work Site all
Equipment rejected by Company, whether incorporated in the Work or not,
Shaw Environmertal Gcrrcral Serviccs K 08NOYI0 Pagp 6 of 19
Confact No. 3000073461
To the efient the ltrork of Contractor or others must be disnubed to allow such corective action by Conhactor, Contractor
shall reimburse Company for all costs incurred by Company to restore anything disturbed to its previous condition.
If Contactor fails to promptly remedy rejected Work, Company may, without limiting or waiving any other righE or rernedies it
may have, correct the Worlc and remove and dispose of rejected Equipment at the expense of Contactor, md may deduct from
amounts due Contactor any cost so incuned by Company.
ARTICLE 12. WARRANTY
Contractor warants that ell Services performed shall confonn to the specifications, dmwings, samples, and other
descriptions set forth in &is Contact and shall be free of defects in worknanship. Contactor further warrants that aU
Equipment and Deliversbles supplied shall be of the quality specified, or of the best grade if no quality is specified, and, rmless
otherwise provided in this Contact, will be new, and Aee &om defects in design.
At any time for a period of one (l) year fiom the date of final eompletion ofthe Work and acceptance by Company Contrac0or shall
at its owrt expense promlly repair, replace and/or reperform any potion of dre Work that is defestive or in any ]vay fails to
conforrn to the Contact requirernents. Any rcpair, replacement or re-performance will meet the requirements of ihis Contragt for a
period of one (l) additional year following Company's accephce of such repair, replacement or rc-performance.
If Contaptm Aib to promptly make any repair, replaceine,nt or re-performance as required hereiq Company may conduct the
necessary Wor* at C-ontactor's e:eense. The Conractor camot void the wamurty for repair, replacernent or re-performance
performed under these circunnstauces. Provided that such repair, replacement or re-performance is conducted in a reasonable
manner and with worlonanship and care consistent with industy standards, the Contractor shall reimburse the Company f0r the
cost of any warranfy repair, rcplacement or re-pcformance self-performed by Company.
If any Equipment or Work fails to meet the foregomg warranties, the Company shall have the rigbt to self-perform Emergency
waranty work as Cmrpany deems necessEry. The Company agrees to noti$ the Contractor of such Emerge,ncy work within 48
hours. The Contactor cannot void the warranty for arry repairs, replacement or re-performance performed under these Emcgency
circumshnces. Provided that the Emergenry repain, replacernent or re-perfonnance is perforrned in a reasonable manner and with
worlcranship and care measured by industy standards, the Contactor shall reimbruse the Company for the cost of any
Emergency warranty work self-pcrformed by Company.
The foregoing warranties are nol intended as a limitation, but are in addition to all other express warranties set forth in this
Contact and such other warranties as are implied by law, custorL and usage oftrade.
,A,RTICLE 13. NOTUSED
ARTICLE 14. CHANGES
Company may at any time in writing direct changes and/or additions within the general scope of this Contac! direct
the omission of or variation in Worlq or alter the schedule. If any such direction results in a material chalge in the amount or
character of the Worlg an equitablc adjustrrent in the Contact price aod other such provisions of this Contact as may be
affected shall be made and this Conlact shall be modified in writing accordingly. Any claim by Contractor for an adjustment
under this Article shall be processed in accordance with the provisims of ARTICLE 38, CLAIM NOTICE AND
RESOLUTION PROCEDURE.
No c;hange sh&ll be binding upon Company until a change order is executed by an anthorized representdive of C"ompany which
E)(PRESSLY STATES TIIAT IT CONSflTUTES A CHANCE ORDER T0 THIS cOnrneCr. THe ESUANCE OF INTOR.M.{rION, ADVICE,
APPROVAIS, OR ]NSTRUCTTONS BYANYONE OTHER, I}IAN TT{EAUTHORIZED CON{PANYREPRESENTATIVE SHAIINOTCONSTIIUTEAN
AUTHORIZED CITANCE ORDER PURSUA}.ITTO TTITS ARTICIE.
ARTICLE 15. INSI'RANCE AND WORKERS COMPENSATION
Without limiting any liabilities or any other obligations of Conbactor, Contracto shall, prior to commencing lMorlq
secure and continuously carry with insurers having an A.M. Best lnsrnznce Reports rating of A-:Vtr or better the following
insurance coYerage:
Wor*ers' Compensation. Cont:actor shall comply with all applicable Workers' Compensation Laws and shall firmish
proofthoreof satisfaclory to Company prior to commencing Work.
Shaw Environrnental General Services K 08NOVI0 Pap 7 of 19
Contact No. 300007346 I
All workers' compensation policies shall contain provisions that the insurance cornpanies will have no right of
recov€ry or subrogation against the Company, its paxsnt, divisions, afEliaies, subsidiary companies, co-lessees, or co-
venturers, agerts, directors, oflcers, employees, servants, and insurers, it being the intention ofthe Parties that the
insurance as effected shall protect all ofthe above-referenced entities.
Enrnlolers' Liabililv. Contactor shall maintain employers' liability insurance with a rninimum limit of $1,000,000 each
accidenL S1,000,000 disease each e,nrployee, and $1,0ff),000 disease policy limir
Commercial General Liabilitv. Conffactor shall maintain commercial general liability insurance on the most recently
approved ISO poliry, or its equivalent, wrifien on an occurrence basis, with timits not less than of $1,000,000 per
occurrencel $2,000,000 general eggregatp (on a per location and/or per job basis) bodily n{ury and property damage,
including the following coverage:
Premises and operations coverage
Independent contactor' s coYerage
Contractual liability
hoducts and completed operations coyerage
Coverage for explosion, collapse, and underground p,roperty damage
Broad forrn property damage liability
Personal injury liability, with the contractual exclusion removed
Pollution liability as provided by ISO CG0001 or its equivalent
Business Automobile Liabililv. Contractor shall maintain business automobile liability insurance on the most recently
approved ISO policy, or its equivaient, witr a minimum single limit of $1,000,000 each accident for bodily injury and
propefly damage, with respect to Confactor's vehicles whether owned, hired or non-owned, assigrred to or used in the
performance of&e Work.
Umbrella or Excess Liability. Contractor shall maintain umbrella or excess liability insurance with a minimum limit of
$5,000,000 each occunence/aggregate where applicable to be excess of the insurance coverage and limits required in
employers' liability insuace, commercial general liability insurance and business automobile liabilrty insurance
above. Contactor shall provide Notice to Company, if at any time its full umbrella limit is not available during the
term of this Contract, and will purchase additional limits, if requested by Company.
Except for workers' compensation and employers liability insurance, the policies required herein shall include provisions or
endonements naming Company, its officers, directors, , and employees as additional insureds.
To the extent of Contractor's negligent acts or omissions, all policies required by this Contact shall include: (i) provisions thx
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by
Company is excess and not contributory insurance with the insurance required hereunder, (ii) provisious that the policy contain
a cross liability or severability ofinterest clause or endorsement; and (iii) provisions that such policies not be canceled or their
iimits of liability reduced withou* (a) ten (10) calendar days prior written Notice to Company if canceled for nonpaymeil of
premium; or (b) thirty (30) calendar days prior unitten Notice to Company if canceled for any other reasom.. Unless prohibited
by applicable law, all required insurance policies shall contain provisions that the insurer will have no right ofrecovery or
subrogation against the Company, its parent, divisions, affiliarcs, subsidiary companies, co-lessees, or co-venturers, agents,
directors, officers, employees, s€rvatrts, and insurers, it being the intention of the Parties that the insurance as effected shall
protect all of the above-referenced entities. No required insurance policies shall contain any provisions prohibiting waivers of
subrogation
A certificate in a form satisfactory to Company certiffing to the issuance of such insurance shall be furnished to Company
prior to commencement of Work by Contractor. Commercial Ge.neral Liability coverage written on a "claims-made" basis, if
any, shall be specifically identified on the certificate. Contractor shall provide notice ifinsurance cancellod, notrenewed orthe
Iimits are reduced below the required limits.
Commercial general liabiliry insurance coverage provided on a "claims-tnade" basis shall be maintained by Conractor for a
minimum period of five (5) years a&er the completion of this Contract and for such other length of time necessary to cover liabilities
arising outoftlrc Work.
a.
b.
c.
d.
e.
f.
oo'
h.
Shaw Envimnmental Gcoenl Scrvices K 0ENOVI0 Page I of 19
Contract No. 300007346 I
ARTICLE 16. II{DEMNIFrcATION
Contractor spccifically and expressly agees to indemnify, defend, and hold hannless Company and its officers,
directors, employees and agents (hereinafter collectively "Indsmnile€s') against and from any and all claims, demands, suits,
losses, costs and danages of every kind and desoiption, including attomeys' fees and/or litigation expenses, brought or made
against or incured by any of the [ndemnitees resulting from or arising out of acts, srrors or omissions of Contactor, iB
employees, agents, representatives or Subconfactors of any tier, their employees, agents or representatives in the performance
or nonperformance of Contractor's obligations under this Contact or in any way related to this Contact. The indemnity
obligations under this Article shall include without limitation:
a. tnss of or danage to any property of Company, Contractor or any third parly;
Bodily injury to, or death of any person(s), including without limitatisn employecs of Cornpmy, or of Contractor or its
Subcontractors ofany tier; and
Claims arismg ou, of workem' compensation, unemployment compensation, or similar such laws or obligations applicable
to employees of Contactm or ib Subcontactors of any tier.
Contactor's indemnity obligations owing to Indsmnitecs under this Article are not timit€d by any applicable insurmce coverage
identified in ARTICLE 15, INSURAI.ICE AIID WORKERS COMPENSATION. Contactor's indemnity obliguion under this
Article shall not extend to any liability to the extEnt caused by the negligence of any of the Indemnitees.
The invalidity, ia whole or in part of any of the foregoing paragraphs will nct affect the remainder of euch peragraph or any
other paragraphs in this Article.
ARTICI,E 17. CONSEOUENTIAL DAMAGES
In no event shall eithsr Pafly be liable to the other Party for cons€quealial, spccial, or indirect danages, including lost
profits or lost goodwill, arising or related to this Contracq wtrcther such darnages are arising tom contract or negligence.
.dRTICLE T8. CONTRACTOR'S PERSOIYNEI.,iDRUGS. ALCOHOL AND FIREAR]VIS
Contractor shall employ in the performance of the Work only persons qualified for the same. Contractor shall at all
times e,nforce skict discipline aud good order among ib employees and the employees of any SubconEactor of any tier.
Contractor shall not permit or allow the intoduction or use of any fireanns, illegal drugs or intoxicating liquor upon the Work
under this Contract, or upon any of the grounds occupied, controlled, or used by Contractor in the performance of the Work.
Contactor shall immediately remove from the Work whenever requested by Company, any person considered by Company to
be incompetent, insubordinate, careless, disorderly, in violation of the above restriction on fireams, illegal drugs or
intoxicating liquor, or under the influence of illegal drugs or intoxicating liquor, and such person shall not again be employed
iu the performance ofthe Work herein without the consent of Company.
ARTICLE 19. ACCESS TO COMPANY'S FACILTTIES
19.l Unescorted Physical Access to Company's Facilities
ln the event that the Work under this Conhact requires unescorted physical acccss to Corryany's Facilities, Contractor and
Persornel sball be required to comply with the Company's secmity access requirements including:
a. Ensure that Personnel have passed the background checks outlined in subsection I 9.3 ofthis Article consistent with the
criteria and requirements as set forth on Exhibit F. Company's Criteria prior to requestrng unescorted physical access
to Company's Facilities;
b. Ensure that Personnel complete Company provided or approved CIPS compliance training prior to requesting
unescorted physical accsss to Company's Facilities;
c. Ensure that Personnel have passed Confactor's drug and alcohol exam and are in compliance with Contractor's
substance abuse,/drug and alcohol policy as outlined in ARTICLE 20, SUBSTANCE ABUSE/ DRUG AND
ALCOHOLPOLICY.
b.
c.
Shaw Environmeffal G6:eral S€rvices K 08NOVI0 Pap9 of 19
Contact No. 300007346I
d. Keep accurate and detailed documentation to confirm completion dates for background checks, CIPS compliance
faining, and drug tests and certify to Company such docurnentation by completing a Confractor / Vendor Information
Fonn for each Personnef in the form attached as Exhibit D.
19.2 Authorized Cyber or Unescorted Physical Access to Comoany's CIPS Covered Assets
Company shall specify in the Scope of Work whether or not the Work under this Confact requires any authorieed cyber or
authorized unescorted physical access to Company's CIPS Covered Assets. If the Wsrk under this Cotrtact requires such
access, for all Sensitive Personnel, Contactor shall:
Ensure that Sensitive Personnel (and any Personnel with access to Cn) are informed of and comply with Company's
CII requirements;
Ensure that Sensitive Psrsonnel have passed the background checls outlined in subsection I9.3 of this Article
consistent witlr the criteria and requiremenfs as set forth on Exhibit F, Company's Criteria, prior to requesting cyber or
uuescorted physical access io CIPS Covered Assets;
Ensrne that Sensitive Personnel complete Company provided or approved CIPS compliance faining prior to requesting
cyber orunescortedphysical access to CIPS Covered Assets;
Report Sensitive Personnel terminations for cause immediately to Company but not longer than twelve (12) hours
Aom time of tennination and rerport all other Sensitive Personnel terminations or changes in employnent status for
those who no longer require access within twelve (12) hours from time of occurrence;
e. Ensure that Sensitive Personnel have passed Contractor's drug and alcohal exam and are in compliance with
Contractor's substance abuse/drug and alcohol policy as outlined in ARTICLE 20, SUBSTANCE ABUSE/ DRUG
AND ALCOHOL POLICY.
f. Keep accurate and detailed documentation to confirm completion dates for background checks, CIPS compliance
taining and drug tests and certi$ to Company such documentation by completing a Contractor/Vendor Information
Form for each Sensitive Personnel in the form attached as Exhibit D.
Contactor shall not allow any Sensitive Personnel who have not met the foregoing requircments of this subsection to perform
Work, unless Contractor has received prior uritten consent from Company.
19.3 PersonnelScreening
For Personnel required to obtain authorization for unescorted physical access to Company's Facilities or cyber or unescorted
physical access to Company's CIPS Covere.d Assets, &e following requirements must be met by Contactor:
Contactor shall conduct, at Contractor's cost and orpense, the requisite background checks for the curent and past
countries of residence of all Personnel consistent with the Company's criteria set forth on Exhibit F, Company's
Criteria. Al1 background checks will be eonducted in accordance with federal, state, provincial, and local liaws, and
subjectto existing collective bargainrng unit agreements or o&er agreements, if any.
The background checlcs shall be updated no less frequently than every seven (7) years or upon request by Company,
and shall, at a minimum, consist of a social security number verification and seven-year criminal background check,
including all convictiors for a crime puaishable by imprisonment for a terrn exceeding one (1) year.
Contractor shall ensure that eac.h ofthe Personnel undergoing a background check sign an appropriate authorization
form prior to background checks being conducted" acknowledging that tbe background check is being conducted, and
authorizing the information obtained to be provided to Company.
Company may also request that Contractor provide an ongoing and updated list of persons tlrat have been denied
access to the Work or Cornpany's Facilities. Employment history education verification, and professional
certifications for Personnel may also be required by Company.
e. For purposes of this Contracg a backgromd check is valid for seven (7) years prior to the assignment date; provided"
however, that in the event any Personnel for whom a background check is required has had a break in service wit&
Contractor for greater than two (2) years, a new background check will be required. Regardless of when perforrned
b.
d.
Shaw Enviromlantal General Serviccs K 08NOV10 Page 10 of 19
conract No. 3000073461
all background checks shall be documented pursuant to the requirements set forth in this subsection.
19.4 ContactorDesieuee
Contractor shall designate one person to be responsible for compliance with the requirements of this Article, and all reporting
and inquiries shall be made via e.mail to [e-mail]. Any event giving rise !o a reporting obligation
under this Article shall be reported to Cornpany within twelve (12) hours of its occurrence.
ARTICLE 20.
a. Contractor shall have in place and ensure all Personnel comply with a substance abuse,/drug and alcohol policy that
meets or exceeds the requirements of all applicable federal" state and/or local statutes and regulations, Contactor
shall subject each of the Personnel to a drug test at Contractor's sole cost and expense. Such drug test shall, at a
minimum, be a five (5) Panel Dnrg Test which should be recognizable at testing labs as a "SamHSAS panel at 50NG
- TIIC cut-off"
b. For any Personnel who have had a recent drug test, such rpcent drug test shall be documented pursuant to the
previous parasaph. Contactor warants that ConFactor and the Personnel are in compliance with Contractor's
substance abuse,/drug and alcohol policy.
c. During the course of Work performed under this Contract, Contractor shall keep accurate and dstailed docurentation
of its drug poliry and Personnel drug tests, which it shall submit to Company upon request.
d. Contractor shall designate one person to be responsible for compliance with the reguirements of this Article and all
reporting and inquiries shail be made to a duly authorized representative of Company in a timely manner.
ARTTCLE 21. DEPARTMENT OF TRANS?ORTA,TION
Contactor shall ensure Depar&ent of Transportation compliance, including but not limited to valid driver's license,
equipment inspections, hours of service aud all appropriate documentation for any Personnel who may drive while on
assignmentto Company.
ARTICLE 22. BUSINESS ETIIICS
Contractor, its employeeso agents, represemtatives and Subcontactors shall at all times maintain the highest ethical
standards and avoid conflicts of interest in the conduct of lVork for the Company.
ARTICLE 23. LABOR
Contactor sirall be aware o{ and familiar with, all collective bargaining agreemeots, which do or may pertain to or
affect the Work under this Contact or other work at the Wor{< Site. Contzctor shall plan and conduct its operations so that its
emplol'ees and Subcontractors of any tier will work harmoniously with Company employees and other workers employed on
the same or relaled projects to assurc that there will be no delays, work stoppages, excessive labor costs, or other labor
difficulties. Contactor confirms that its employees and the employees of Subcontractors employed in the performance of the
Workmay legally work inthe United States.
ARTICLE 24. INSPECTION AND TESTING
AII Work will be subjecl to inspection and testing at any reasonable time or times by Company, which shall have t}re
right to reject unsatisfactory Work Neither inspectior and testing of Work nor tle lack of same nor acceptance of the !Yo* by
Company nor payment therefore shall rclieve Contractor from any of its obligations under this Contract.
Any inspection and testing performed by Company shall not relieve Conftacbr of the rcsponsibility for providing quality contol
measrlres to assur€ that the Wor* stictly complies with the Contract requiremenrs. Contactor shall cooperate with any inqpection
and testing perforued by Company.
ShawEnvironmentd Ceneral Seryies K 08NOVI0 Pap 11 of19
Contract No. 300007346 1
ARTICLE25. DRAWING REVIEW
Review by Company of any drawiug(s) submitted by Contraaor is only to determine the generzl conformance with
the desigp concepts aud shall not relieve Contractor of its responsibility to comply with all requirements of the Confiact and for
the accuracy of the &awings or the materials fabricated &,om such drawings.
ARTICLE 26. SITE REGIJLATIONS
Contractor while performing Work at the Work Site shall make itself aware of and adhere to the Company V/ork Site
regulations, if any, including without limitation environmental protectioq loss control, dust contol, safety, and security
including, but not limited to, the provisions outlined in Exhibit E, Special Conditions at all PacifiCorp Plants.
ARTICLE 2T.
Contaotor shall be solely responsible for being aware of and initiating maintaining and supervising compliance with
all safety laws, regulations, precautions, and prograrns in connection with the performance of the Contact Prior to the start of
any Work requircd by this Contzct, Conbactor shall assure that each of its own employees, together with all employees of its
Subconfiactors of any tier, are fully infonned concerning all safety, health, and security regulations pertaining to their Work,
Contractor shall conduct all operations under this Contact in such a manner as to avoid the risk ofbodily harrr to persons including
the public or risk of dannage to my property.
ln the event Cmtactor &ils to promptlv corect any violation of safety or health regulations, Companv may suspend all or ury part
of the Work. Contraclor shall not be e,ntitled to any extension of time or reimbursenrent for cosB caused by any such suspension
order. Failure of Company to order discontinuance of any or all of Contractor's operatiors shall not relieve Contractor of is
responsibility for the safety ofpersonnel and property.
Contractor shatl maintain an accu?t€ record of rod shall protrytly report to Company all cases of property damage in excess of
$10Q and of death, occupatioral diseases, or injury to employees or any other third parties and incident to performance of Work
under this Contact Contractor shall provide Company wi& Notice and a copy of any safety citdion issued by any govemnrental
entify.
ARTICLE 28. PROTECTION OF EXISTING FACILITIES
ConBactor shall protect existing equipment and facilities, and avoid interference with Company's operations.
Contactor shall not remove or alter ary part of the existing sfuctures, equipment or facilities without the prior knowledge and
consent ofCompany.
ARTICLE 29. PRESERVATION OF PUBLIC/PRIVATE ACCESS
Contractor shall not damage, close, or obsirrct any highway, road, or other public or private easemelrt except to the
extent allowed by permits. If such facilities are closed, obstructed, damaged, or made unsafe by Contactor, Contractor shall, at
its sole expense, make such repair as necessary and shall also provide such temporary gus&, lights, and other signals as
necessary or requircd for safety or as reasonably requested by Company.
ARTICLE 30. PROGR.ESS MEETINGS
Company will conduct weekly, or at other regular intervals as agreed by both Parties, meetings with Contractor to
inspect facilities and discuss any unusual conditions or critical items which have affected or could affect the Work.
ARTICLE 3I.
Contractor shall have competent supervisory personnel satisfactory to Company atrd with authority to act for
Conkactor present at the Work Site at all times the Work is in progress.
ARTICLE 32. USE OT PREMISES AND TRESPASS
Contractor shall confine the storage of materials and constuction equipment to locations acceptable to Company and
in accordance with all applicable ordinances, regulations, or laws. Contractor shall provide adequate safety barriers, signs,
lanterns, and other warning devices and service to properly protect any psrson having access to or near &e Work Site.
Shaw Envimnrnmtal Geoeral Scrvices K 08NOVI0 Page 12 of 19
Contact No. 3000073461
Contractor shall be solely responsible for any act of otspass or any damage to adjacent property resulting from or in
connection with its operations under this Contract.
ARTICLE 33. UNDERGROUND OBSTACLES
Contractor shall be responsible for ascertaining the location of and avoiding damags to all underground installations
including wilhout limitation cable, gas, water pipes, telephone lines, and other underground installations, whether the location
of the excavation, diggiug or benching required for performanoe ofthe Work is fixed by Company or by Contactor.
ARTICLE 34. COOPERATION WITH OTHERS
Contactor shall fully cooperate and coordinate with Company employees and other contractors who may be awarded
other work. Contractor shall not commit or permit any act which will interfere with the performance of work by Company
employees or other contractors.
ARTICLE3S. CLEAIYUP
Confactor shall keep the Work Site, including storage areas used by it, Aee Aom accumulation of waste materials or
rubbish mising out of the lVorlq and prior to completion of the Work, shall remove and properly dispose of aay such rubbish
from and about the Work Site, as well as remove all tools and equipment not propsrly of Company. Upon completion of the
Work, ConEactor shall leave the Work Site in a condition satishctory to Company. In the event of Contactor's failure within a
reasonable time to comply with any of the foregoing, Company may, after written Nofice to Contactor of such failure, perform
the cieanup and removal at the expense of Contractor.
ARTICLE36. LIENS
Contactor shall (i) indemnify, defen{ and hold harmless Company from all laborers', materialmen's and mechanics'
liens, or claims m.ade or filed upon the Work, or the property on which the Work is located on account of any labor performed
or labor, Services and Equipment fumished by Subcontractors of any tier; and (ii) keep the Work and said property free and
clear of all liens or claims arising frorn the performance of any Work covered by this Contact by Contractor, its
Subcontractors of any tier.
If any lien arisurg out of this Contact is filed before or after Work is cornpleted, Contactor, $,ithin tsn (10) calenda days after
receiving tom Company ranitten Notice of such lien, shall obtain reiease of or otherwise satisS such lien If Contactar fails to do
so, Company wy ake such steps and make such expenditures as in its discretion it dcems advisable to obhin release of or
othsrwise satisfr any such lisn or liens, aad Contactor shall upon demand reimbunse Company for all cosb incurrrd and
expenditures made by Corrpany in obtaining such release or satisfaction.
Contractor's obligation to indemnify, defend and hold harmless Company from liens shall not is any way be rendered
unenforceable, or altere{ amendd eliminated or otherwise conditioned by any laws and regulations relaEd to processing such
liens. Company shall have no obligation to deliver a copy of any notice of claim or right to a lietr to Conracbr or any other person
or entrty.
ARTICLE 37. CONFLICTS. ERRORS. OMISSIONS. OR DISCREPANCITS IN CONTRACT DOCUMEhITS
Contractor shall advise Company in writing of all conflicts, errors, omissions, or discrepancies arnong the various
documents comprising this Contact immediately upon discovery and prior to Confactor's perfoming the affected Work"
Company shall resolve such conflicts and such resolution shall be final. Anything mentioned in the specifications and not
shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be considered as if shown or
mentioned in both.
ARTICI,E 38. CLAIM NOTICE AIYD RESOLUTION PROCEDT]RE
ln the event Contractor has a clairn or request for a time extension, additional compensation, any other adjustment of
the Contract terms, or any dispute arising out of the Work (hereinafter "Claim"), Contracior shall provide Company with
Notice of such Claim within five (5) business days following the occurrence of the event giving rise to the Claim. Contracior's
failure to give Notice as required will constitute a waiver of all of Confactor's rights with respect to the Claim.
Shaq'EnviroffiH*al General Services K 08NOV10 Page 13 of 19
Confact No. 3000073461
As soon as practicable after Claim notification, Contactor shall submit the Claim to Company with all supporting infornation
and documentation. Confiactor shall also respond promptly to all Company inquiries about the Claim and its basis.
Any Ciairn, which is not disposed of by rnutual agreement befween the Parties, shall be decided by Company which shall
provide a written Notice to Contractor. Such decision shall bs final unless Contractor, within thify (30) calendar days after
such receipt of Cornpauy's decisioo, provides to Company a written protest, stating clearly and in detail the basis thereof,
Confactor's failure to protest Company's decision within that time period shall constitute a waiver by Contractor of its right to
dispute the decision. Even if a Claim arises, Con&actor shall continue its performance of this Contrect.
ARTICLEs9.W
Company may, by written Notice, direct Contractor to suspend performance of any or all of the Work for a specified
period of time. Upon receipt of such Notice to suspend, Contractor shatl: (i) discontinue \York; (ii) place no firther orders or
subconfiacts; (iii) suspend all orders and subco,ntracts; (iv) protect and maintain the Work; and (v) otherwise mitigate
Company's cosls and liabilities for those areas of Work suspended. Company shall pay Contactor an equitable amount for
incrsmental costs incuned by Contactor as a result of suspension; reyldg$ however, that if the suspension is due to Contmstor's
failure to comply with the contact, no such payment shall be made.
ARTICLE 40. TERII{INATION FOR COI{VENTENCE
Company may terrninate this Contract at any time without cause prior to its completion by sending to Contractor
written Notice of such temrination. Upon such terminatiorl Company shall pay to Contractor an eguitable amount for all lVork
satisfactorily performed by Contactor as of the date of termination. Company shall not be liable for anticipated profits based
upon Work not yet perfomred.
ARTICLE 41. TERMINATION FOR CAUSE
L For purposes of this Contract a matsial default by Contactor shall be the occumence of any ofthe following:
a. A breach by Conkactor ofany ofits mat€rial obligations under this Contract, ifsuch breach continues uncured for a
period of ten (10) calendar days after receip of written Notice from Company, unless such breach cannot by iis nature
be rernedicd within such period in which event Contractor shall provide evidencs reasonably satisfactory to Company
within len (10) calendar &ys after recerpt of such Notice that the cure of such breach bas commenced and Contractor
thereafter makes reasonable and continuous prcgress to tbat end. For purposes of this Contract, a material default by
Contactor shall be deemed to include, without limitation, Contactor's refusal or neglect to supply sufficient and
properly skilled worlmen, materials of the proper qualrty or quantity, or equipment necessary to perform the Work
described in this Connact properly, or Contactor's hilure in any rsspect to prosecute the Work described in this
Contract or any part thercof with promptness, diligence and in accordance with all of the material provisions hereof;
b. A determination that any representation, statement or warranty made by Contractor in this Confact or any other
stat€ment r€port or document which Contractor is rcquired to firmish to Compeny, was false or misleading in any
material respect;
c. The occurence of any of the following: (i) the filing by or against Contractor of a proceeding under any banlcruptcy or
similar law, unless sr.rh proceeding is dismissed within thirty (30) calendar days from the date of filing; (iD &e making
by Confactor of any assignment for the benefit of creditors; (iii) the filing by or against Confizctor for a proceeding for
dissolution or liquidatior, unless such proceeding is dismissed within thirry (30) calendar days from the date of fiLing;
(w) the appointment of or the application for the appoinhent of a receiver, trustee or custodian for any material part of
Contactor's assets unless such appointrnent is revoked or dismissed within thirry (30) calendar days from tle date
tbereof; (v) the attempt by Coukactor to make any adjusknent settlement or extension of its debts wittr its creditors
generally; (vi) the insolvency of Contactor; or (vii) the filling or recording ofa notice of lien or the issuancE or the
obtaining of a levy of execution upon or against a material portion of Contractor's assets, 'nless such lien or levy of
execution is dissolved within thirty (30) calendar days from the date thereof.
d. A Material Adverse Change has occurred with respect to Con0:iactor and Contractor fnils to provide such perfonnance
assurances as are reasonable requested by Company, including without limitation the posting of Default Security
pursuant ro ARTICLE 8, SECLIRITY.
2. Upon the occurrence of any such material default, following the applicable process described in &is Anicle, Company
shall be entitled upon writien Notice to Conftactor, and without Notice to Contractor's sureties and without limiting any of
Sha* Envimnmentsl Gcneral Saviccs K 08NOVI0 Page 14 of 19
3.
4.
conbact No. 3000073461
Company's other rights or remedies, to terminate this Contact or to terminate Contractor's right to proceed with that
portion of the Work afflected by any such material default and collect the Net Replacement Costs incurred to complete the
Work.
Upon the occurenc€ of any such material default, following the applicable process described in this Article, Conrpany
shall be entitled to seek perfonnance by any guarantor ofContractor's obligations hereunder or draw upon any Default
Security provided for in this Contact.
Upon receip of any such wriuen Notice of terrnination of the entire Contract or of any right to proceed with any portion of
the Work following the applicable process described in this Article, Contractor shall, at its expense, for that portion of the
Work affected by any such termination:
a Assist Company in making an inveniory of all Equipment in storage at Contractor's facility, en route to Contagtor's
faciliry, in storage or manufrcture elsewhere, en roue to Company and on srder from the suppliers;
b. Assess the sbtus of any Deliraerables still due and preserve any Work performd and
c. To the extent that they are assignable, assign to Company any and all subcontracts and equipment rental agreements as
designated in writing by Compmy.
In the event of such tonninatiog Company may, for the purpose of completing the Wodc or enforcing these provisions,
take possession of all Equipment, tools, appliances, documeutation, software source media" flow charts, documents and
other Deliverables at the Company's Y/ork Site belonging to or under the contol of Confractor, and may use them or may
finish the Work by whatevq me&od it may deem expedient including: (i) Company may hire a rcplacement contractor or
contactors to cornplete the remaining Work that Contactor was otherwise obligated to complete under the Confiact using
such form of agreement as Company may deem advisable; or (ii) Company may itself provide any iabor or materials to
complete the r$/ork. Conhactor shall cooperate with and assist Company in attsmptiag to acquire from Contractor's
suppliers and Subcontactors the right to take possession ofand use any and all proprietary materials in the event ofsuch
termination. All proprietary materials of Contractor or Subcontractors shall rpmain subject to the provisions herein, and
Company shall not have any broader rights to use or disclose such proprietary materials as a result of such termination.
Any softrrare ombodlng any of Contractor's proprieta4r materials shall also be subject to the provisions herein. ln the
event of such a tsrminatiorL Conractor shall not be entitled to receive any further payment until the W'ork is completed,
and such amounts may be offset against Company's Nct Replacement Costs.
All rights and remedies provided in this Article are cumulative, and are not exclusive of any other rigbts or remedies that
may be available, whether provided by law, equity, statute, in any other agrsement between the Parties or otherwise. Upon
the occurrence of any such material default, following the applicable proc€ss described in this Article, Company shall be
mtitled to pursue any and all other rights and remedies, including without limitation damages, that Company may have
againsl Contractor under this Contract or at law or in equity (ptgyidgd, however that Compamy shall not be entitled to
collect any damages at law attributable to late delivery, perforrnance or any other itern for which this Contact specifically
provides liquidated damages as an exclusive remedy).
ARTICLE 42. DELAYS
tr'orce Maieure. Neither Party shall be liable for delays caused by a Force Majeure Event; @vldgtL however, that both Pa*ies
agree to seek to mitigate the potential impact of any such delay. Any delay atributable to a Force Majeure Event shall not bs
the basis for a request for additional compensation. ln the event of any such delay, the required completion date may be
extended for a reasonable period not exceeding the time actually lost by reason of the Force Majerne Event. The imposition of
any liquidated damages, if applicable, for perfornnance or completion of the Woft shall be extended by an arnount of time
equivalent to the lengtl of time of the Fsrce Mqiewe Event.
Companv-Caused Delay. If the Contactor is actually delayed in its perfonnance of the Work by the actions or omissions of
the Company (excluding Company's good faith exercise of rights and remedies provided under the Contract), or by chaages
ordered wittr respect to the Work, and if the Contactor is able to prove that it has used all reasonable means to avoid or
rninimize the effects of the delay, then the Contractor's guaranteed completion dates shall be equitably adjusted to reflect the
impacts of such Company-caused delays. Company may, at its discrstion, in lieu of granting an extension of time, require
Contactor to regain the schedule whereby Company shall compensate Coniractor for all additional costs reasonably incurred
thereby. No adjushnent under this Article shall be made for any delay to the extent that it is caused or sontibuted to by
Contractor or performance would have otherwise been delayed by any other cause, including the fauh or negligence of
Contactor.
5,
6.
Shew Environnrcntd General Serviccs K 08NOVI0 Page 15 of 19
Conrad No. 3000073461
Request For Time Extension. Any request for time extension or additional compensation shall be made in accordance with
ARTTCLE 38, CLAIMNOfiCE AND RESOLT.]TION PROCEDLIRE.
If, al any time, Company deterdnes the progress of ttre Work is unsatisfactory, Contractor may be directed to work overtime,
increase its workforce, work additional shifts, add supervision or take other corrective actions to ensure the timely and orderly
prosecution of the Worh at no additional cost to Company.
ARTICLE 43. STTE INVESTIGATION
Contractor r€presents it has satisfied itself as to tbe naare and location of the Work, the generat local physical and
other conditions of the lVorl\ particulmly those bearing upon hanqportatio& access, disposal, handling and storage of
materials, availability and qualrty of labor, water, elecric power, roads, uncertainties of weather, including flash floods or
similar physical conditions at the Work Site, the character of conditions on the ground, the character, quality and quantity of
surface and subsurface material to be encountered; the characler of equipment and facilities needed preliminary to and during
the prosecution of tlre Worh aud all other matt€rs which could in any way affect the Work or the cost thereof under this
Contract. The failure of Contractor to adequately investigate and acquaint itself with the available infonnation concerning these
conditions and all other matters which could in any way affect the Work or the cost tlereof under this Contract shall not relieve
Confiactor from its responsibility for properly estimating the difficulties and costs of successfully performing the Work and
completing this Contract, and shall not be Sounds for adjusting either the price or the schedule. Company asisumes no
responsibiliry for any understanding or repres€ntation made by any of its officers or agents during or prior to the negotiations
and execution of this Contacl
ARTICL& 4{. CHANGED CONDITIONS
Confactor shall immediately and before such physical conditions are disturbed, provide Notice to Company of (i)
subsurface or latent physical eonditions at the Work Site differing materially from those indicated in this Contract and which
could not have been discovered pursuant to the sit€ investigations for which Contractor is reqponsible under ARTICLE 26,
SITE INVESTIGATION; or (iii unknown physical conditions at the Work Site, of an unusual nafine, differing materially from
those ordinarily encountered and generally recognized as inherent in Work of the character provided for in this Contract and
which could not have been discovered pursuant to the site investigations for which Contractor is responsible under ARTICLB
26, SITE INVESTIGATION. Company will promptly investigate the corditions, and if it finds that such conditions do
materially differ and cause an increase or decrease in the cost o{ or the time required for performance of this Contract, an
equiable adjustment shall be made and this Contact modified in uriting arcordingly. Any claim by Conractor for adjusfinent
hereunder shall be made pusuant to ARTICLE 38, CLAIM NOTICE AIID RESOLUTION PROCEDURE.
ARTICLE43.@
Contractor shall at all times comply with all applicable laws, statutes, regulations, rules, ordinances, codeq and
standards, including without limitation those governing wages, hours, desegregation, employrr.ent discrinination, emplolment
of minors, health and safety. Contractor shall comply wi& equal opportunity laws and regulations to the extent that they are
applicable. Cotrtraclor confirms that its employees and the ernployees of Subcontractors employed in the performancr of the Work
may legally work in &e Unitcd States.
Contractor shall indemnify, defend and hold harmless Company, its direcbrs, officem, employees and agents from all losses, cosb
and danrages by reason of any violation thereof and &om any liability, including without limitation fines, penalties and other costs
arising out of Contactor's ftilure to so comply.
ARTICLE 46. INDEPEIYDENT CONTRACTOR
Contractor is an independent contactor, and all persons employed by Contrachor in connection herewith shall be
employees of Conkactor and not employees of Company in any respect. Contactor is not an agent of Company and strall
maintein complete control over its employees.
ARTICLE 47. RELEASE OF INFORI}TATION - ADVERTISING AND PROMOTION
Contactor stall not publish, release, disclose or arnounce to any member of the public, press, official body or any
other third party any information concerning this Contract an&or ttre IVorh or atry part thereof, without the express prior
ShawEnvimnmantal Gencnal Ssvices K 08NOVI0 Page 16 of 19
Contact No. 3AA0A73461
written consent of Company, errcept as required by law. Neither the names of Company, nor the Work Site shall be used in any
advertising or other promotional context by Conkactor without the express prior written consent of Company.
ARTICLE €. CONFIDENTIAL INFOR]VIATION/NONDISCLOSURE
Definition of Confidential Information. As used in this Contract, the term "Confidential Information" means: (i) proprietary
information of Company; (ii) infomation marked or designated by Company as confidential; (iii) Critical Infrastructure
lnformstion of Company; (iv) information, whether or not in uritten forrr and whether or not desipated as confidential, which
is krown to Conractor as being teated by Company as confidential; (v) infonration provided to Company by third parties
which Company is obligated to keep confidential (including but not limited to Contractor's credit or financial information and
information relating to an identified or identifiable natural pe$on, whether or not such information is publicly available); and
(vi) information developed by Contractor in connection with the performance of this Contact.
Nondisclorure. Contactor agrees that it will not disclose Confidential Information, directly or indirectly, under any
circums&nces or by any means, to anythird person without the express written consent of Company.
Nonuse. Contactor furtler agrees that it will not use Confidential Inforsration except as may be necessary to perfonn the
Work called for by this Contract.
Protectior. Confidential Information will be made available by Contractor to its employees only on a 'heed to know" basis
and only after notiffing such employees of the confidential nature of the infonnation and after having obligated them to the
nonuse and nondisclosure obligations of this Contract Contractor agrees to take all reasonable precautions to protect the
ccnfidentiality of Confi.dential trnfonnation and, upon request by Company, to return to Company any docume,lrts which
contain or reflect such Confidential Information.
Critical Infrastructure Information. Confidential Information of Company labeled as CII shall be prolected consistent with
the following lequirements: (a) Ctr 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 CiI is personally
responsible for mking 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 CII by mauthorized personnel (when not in use, CII shpll be secured in a secure
container, such as a locked deslg file cabinet or facility where security is provided); (d) documents or material containing Ctr
may be reproduced to the minimum extent necessary/, consistent with the need to carry out the V/orlq provided that the
reproduced material is marked and protected in the same maoner as the original material; (e) material containing CII should be
disposed of through secured shredding receptacles or other secured document destruction methods; (9 CII shall be ransmitted
only by the following mems: (i) hand delivery; (ii) United States first class, express, c€rtified or registered mail, bonded
courier, or through secure elecfonic means; (iii) e-mail with encrypted file (such as, WinZip with password) (the password
should not be included in e-mail, but should be delivered by phone or in an unrelated e-mail not mentioning the document
name; password-protected Microsoft Office documenB do not meet the encryption requirements); and (g) documents or
material containing CII shall be rettrned to Company or certified destoyed upon completion of the Work.
Unless uaived by Company, Contactor shall require if employees and Subcontacbors of any tier to adhere to these confidential
infomntion and nondisclosure tgrms.
ARTICLE 49. OWNERSHIP OF DEqTGNS. DRAWINGS. AI{p WORK PRODUCT
All materials prepanad or developed hereunder by Contnactor or its employees, or Subcontactors or their employees
or agents, including documents, calcuiations, maps, sketches, designs, tracings, notes, reports, dat4 computer programs,
models and samples, shall become the property of Company when prepared whether delivered to Company or no! and shall,
together with any materials furnished Contractor and its employees by Company hereunder, be delivered to Company upon
request, and, in any event, upon termination or final acceptance of the Work. Contractor agrees that all Work prepared by ig or
its employees, agents or Subcontactors of any tier, or their employees, under this Contract which is subject to protection under
copyright laws constitutes "wot* made for hire," all copyrights to which belong to Company. In any event, Contraclor assigns
to Company all intellectual property rights in such Work whether by way of copyright, fiade secret or otherwise, and whether
or not zubject to protection by copyright laws. Contractor shall retein all rights to its preexisting standard details, specifications,
computer software or other intellectual property. Such materials, and any materials such as drawings, rcports, notes or
specifications necessary to the Company's use, maintenance or repair of the Worlq are hereby licensed to Company, tftrough a
fully paid perpetual license, for Company's owr use for the Work that is the subject of this Contact to the fullest exent
necessary to accomplish the purposes of this Contact any future use, maintenaace or repair of the Work.
Shaw Envimnmental Generrl Services K 08NOVI0 Page 17 of 19
Conkact No. 300007346 I
ARTICLE 50. PATENT A}ID COPYRIGHT INDEMI\ITY
Contactor shall indemnify, defend, and hold harmless Companyo iE directors, officers, employees, and agents against
and from all claims, losses, costs, zuits, judgments, damages, and e:penses, including afiomeys' fees, of any kind or nature
whatsoever on account of infringement of any paten! copynghted or uncopyrighted work, including claims thereof pertaining to
or arising fiom Contractor's performance under this Contact. lf notified promptly in writing and given authority, information
and assistance, and contingent upon Company not taking any position adverse to Contractor in connection with such claim,
Coutractor shall defen{ or may settle at its expense, any suil or proceeding against Company so far as based on a claimed
intingement which would result in a breach of this warranty and Contractor shall pay ail damages and costs awarded therein
against Company due to such breach.
In case any Equipment, producq Service or combination thereof is in such suit held to constitute such an infringement and the
use of said Equipment product or ServiEe is eqioine4 Contractor shall, at its expense and through mufiral agreement between
the Company and the Contractor, either procure for Company the right to continue using said Equipment, product or Service,
or replace same with a non-infinging Equipment, product or Service, or modiff same so it becomes non-infringing, or remove
the product or halt the Service and refund the purchase price and any tanspofiation costs separately paid by Company. If
removal renders the Work or any party thereof unusable for &e purposes hereunder, Contractor shall refund all monies paid for
the Work. The foregoing states the entire liability of Contractor for patent infringement relating to Equipmenf products,
Services or any combination thereof
ARTICLE 51. ASSIGNMENT
Contactor shall not assign this Contzct or any part hereof,, or auy rights or responsibilities hereunder without the
prior written cons€nt of Company, and any aftempt€d assignrnent in violation hereof shall be void.
AR?ICLE 52. SUBCONTRACTS
Contractor shall not subcontract any or all of the Work without prior uritten consent of Company which shall not be
unreasonably withheld. Contractor shall be fully responsible for the aets or omissions of any Subcontractors of any tier and of
all persons employed by them, shall rnaintain complete contol over all such Subcontactors, and neither the consent by
Company, nor aaything contained hererq shall be deemed to create any contractual relation between the Subcontractor of any
tier and Company.
ARTICLE53. NO}IWAIYER
The frilure of Company to insist upon or enforce strict performance by Conmclor of any of the terms of this Contact,
or to exercise any rights herein shall not be constnred as a waiver or relinquishment io any extent of Company's right to
enforce such Errns or rights on any future occasion.
ARTICLE 54. SEYERABILITY
Any provision of this Confact prohibited or rendered unenforceable by operarion of law shall be ineffective only to
the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Contact.
ARTICLE 55. APPLICABLE LAW AND VENUE
This Contact shall be interpreted in accordance with the substantive and procedural laws of the state in which ttre projectrffork Site is located, Any litigation between the Parties arising out of or relating to this Corract will be conducted exclusively
in appropriate federal or state courts of such state, and Confiactor consents to jurisdiction by such courts. The Parties each
hereby waive its respective rights to a jury tial wi& respect to aoy metter of dispute arising out of or related to this Confact.
ARTICLE 56. ENTIRE COMTRACTiDOCU}VIENTS INCORPORATED BY REFERENCE
This Conkact and any referenced exhibits and attachments constitute the complete agreement bctween the Parties. All
understandings, representations, wamuties, agreements and any referenced attachments, if any, existing between the Parties
regarding the subject matter hereof are merged into and superseded by this Contract, which firlly and completely expresses the
agreement of the Parties with respect to &e subject matter hereof. Any Scope of Work, Specifications, drawings, schedules or
other documents listed in this Contract are incorporated by reference into this Contracl In the event of a conflict between (i]
ShawEnvironmcntal Generat Services K 08NOVI0 Page 18 of 19
Contract No. 300007346 I
any Scope of Work, Specifications, drawings, schedules or other attachment or exhibit to this Confract and (ii) the above terms
and conditions ofthis Contract the above tenns and conditions ofthis Contract shall take precedence and contol.
Company a$sumes no responsibiliry for any understanding or representation made by any of its empioyees, officers or agents
during or prior to the negotiations and execution of this Contract, unless such understanding or reprcsenktion is expressly
stated in the Contract
ARTICLE 57. EXECI.TTION AIYD ETTECTTVE DATE
This Contract has bee,n executed by duly authorized represurtatives of the Parties and shall be effective as of date of
execution by the Company.
Corvrnacron:CoMraNv:
PacifiCorp
(Type or Print)
By:
ritre: 8,.,, "s l-ru,e rr\Lr.q.r Title: Dtpfuelof, 6-xt;car)nrar4t s*ilt(g
orleSl 2or t-(D"tt E"e"t drT-at /nqf z u(Date Executed)
Shaw
Shaw Enrdronmental General Sen ices K O8NOVI 0 Page 19 of 19
Contractor: Shaw Environmental Contract No. 3000073461
Page I of8
E)CIIBM A
SCOPE OF WORK
FOR
ENN'IRONMENTAL MOMTORING EQTIIPMENT MAINTENANCE SERVICES
General Requirements
PacifiCorp strives to maintain the environmental monitoring systems availability at99.5
percent. To accomplish this, the Contractor will provide 24171365 day phone support and
a fuil time service technician dedicated to the Company based out of Salt Lake City, Utah
(or speciff other location). The Contractor may also, on occasion, be used to secure parts
necessary to repair the monitoring systems.
Telephone Support
The Contraetor tvrll provide phone support twenty four (2a) hows per day, seven (7)
days per week including weekands and holidays. The Contractor shall respond within
one (1) hour of cali. The Contractor 'J technical support section must have expertise in
the following areas:
r Mercury CEMSr CEMSr Volumetricflowmonitorso Opacity monitorsr Sample probeso Dilution air cleanup systems
The Contractar shall provide a detailed invoice (hard copy) to the PacifiCorp
Environmental Services by the fiflh day of the month for phone support used in the prior
month. The invoice should include the time of the call and plant for each support calls.
To expedite the billing process, the Contraetor shaJl e-mail the invoice to the PacifiCorp
Environmental Services.
X'uII Time Seryice Support
"[\e Contracror s]rall provide a dedicated technically qualified service technician to
provide fuIl time emergency support and perform annual preveutative maintenance
activities. The service technician will provide, when necessary, emergency onsite support
seven (7) days per week including weekends and holidays. The service technician may
also provide onsite technical training, quahty assr:rance/quaiity control pian assistance
and assistance with parts inventory. The service technician will be based in the Salt Lake
City, Utah area and scheduled by the Company. he Conffactor shall provide all costs
other than parts (including transportation, meals, lodging, tools, etc.) necessary for the
service technician.
Contractor : Shaw Environmental conract No. 3000073461
Page 2 of8
Energency Onsite Support
ttle Contractor's service technician will provide omergency onsite support as directed by
corporate environmental services. The Contractor's service techqician must have
expertise in the following areas:
o Mercury CEMSo CEMSr Volumetric flow monitors. Opaci8monitorso Sarnple probesr Dilution air cieanup systems
The service technician must have a solid understanding of 40 CFR Part75, Appendix A
and B and 40 CFR Part 60 Appendix F monitoring regulations.
The dedicated service technician will prepare a field service report documenting all work
activities performed ou the environmental monitoring equipmelrt during emergetrcy
onsite support. The service report will be provided to the environmental engineer prior to
the service technician's departure. The seroice report should include any replacement
parts that were installed, anilyznr settings and flow rates ftefore and after).
Environmental monitoring systems that require replacement parts could trigger quallty
assurance activities. Therefore, it is imperative that the environmental engineer be
contacted and informed of any replacernent parts to be instalied prior to the installation.
Each plant will issue a purchase order for the parts provided under this Conhact
Annual Onsite Preventative Maintenance Activities
The dedicated serviee technician will visit each plant annually and perforrn preventative
maintenance activities. The service technician must be experienced and knowledgeable
with extractive and dilution extractive continuous emission monitoring systems (CEMs),
sampiing probes, mercury CEMs, volumetric flow monitors, and opaclty monitors. The
service technician must have a soiid understanding of 40 CFR Part 75, Appendix A and B
and 40 CFR Part 60 Appendix F rnonitoring regulations. The service technician must
thorougtrly understand the qualrty assurance activities for each environmental monitoring
system used at PacifiCorp's therrral plants. Examples are shown below:
o Perform routine maintenance proceduresr Install compoaent upgrades, if anyr Troubleshoot chronic problemso Assist with annual or quarterly quahty assurance activitiesr VeriS dilutionratio
Contractor: Shaw Environmental Contract No. 300007346 1
Page 3 of8
The Contractar shall provide PacifiCoqp with a checklist for each specified
analyzer/monitor and ancillary equipment that will be serviced during the visit. The
checklist will identi$ maintenance activities that will be performed by the Contractor.
During the annual maintenance visit the fully qualified service technician will perforrr
preventative maintenance activities on all continuous emission monitoring systems,
mercury continuous ernission monitoring systerns, volumetric flow monitors, opacity
monitors and ancillary equipment such as the dilution air system. When possible the
service technician will assist plant personnel with the quarterly linearity check and/or
cylinder gas audit. If requested,the Contracror shall veri$ the diiution ratio is correct.
Each plant will maintain on site an inventory of environmental monitoring equipment
replacement parts. Plant |&C/C&E Gchnicians will participate in and assist with field
service activities. The plant control room Shift Supervisor must be notified prior to
begirudng any maintenance activities and after maintenance activities are completed. The
service technician will perforrr diagnostic checks and make any necessary adjustnoents
per the equipment manufacarer's recommendations to ensure the accuracy of all
envirormrental monitoring equipment. All maintenance work must be docunented with
the following information :
e Monitoring equipment worked onr Maintenance start timer Monitoring equipmentadjusfruentsr Replacement parts. Any analyzer settings or flow rate adjustnentsr Maintenance end time
A fomral service report identiSing all adjustnents, repairs and replacement parts will be
provided to Environmental Services, with a copy to the Piant Environmental Engineer,
within l0 days after the site visit. Any recommendations for quality assurance activities
will be discussed in the formal service report.
Quelity Assurance/Quality Control Plan Assistauee
The dedicated service technician may be scheduled to assist witb quality
assurancelquality contol activities at the plants. The activities may include:
. Daily caiibrationso Weekly Hg integrity testingo Quarterly tinearity testingo Quarterl/ calibration gas auditso Opacrty filter audits. Offstack opacity fi"lter auditsr Dilution air system maintenance
Contactor: Shaw Environmental Contract No. 3 00007346 i
Page 4 of8
Mercury Monitor Onsite Quality Assurance Quality Control Activities
The Contractor shall follow the interim USEPA guideline for quarterly field reference
data checks using a field reference generator.
T\e Contractor shall use a vendor prime reference generator to perforrn annual user
generator certification on mercury calibrators. A schedule shall be developed between
PacifiCorp and the Contractor to ensure caiibrators are recertified on at least a annual
basis.
Training
PacifiCorp may request training on various environmental monitoring systems during &e
site visit. If training is requested, the Contracror slnll include training material costs for
the training and the morimum number of plant technicians aliowed per class.
Technical Inforuation
T'be Contraclor wiil provide periodically any new techdcal information or updates
pertaining to the environmental monitoring systems.
Replacement Parts
T}ae Contractor shall assist with determining the plants replacement parts inventory. The
Contractar shall provide a critical spare parts list with current pricing. Non-stocked parts
used dnring a service visit shall be billed vsing Cantracror b current price list. The
Contractar shall include the cost of non-stocked parts needed as a separate invoice.
Weekly Service Report
Tlne Contractor shall provide a detailed weekly service report to Environmental Services
Engineer describing work perforrned by the service technician for the previous week by
Wednesday of each week. The report should include an accounting of time including
facility, activities performed and any recommendations for improvement.
Scheduling
The Company will coordinate the work schedule of the service technician. Emergency
onsite support will take priority. The Comparry will strive to maintain a 40 hour work
week. Any work over 40 hour per week must be approved by environmental services
prior to commencing work. Any work perfonned over 40 hours per week will be paid at
the over 40 hours per week rate.
The Contractor shall participate in an annual coordination conference call each
December to evaluate work doue by the Contractor during the year and to recommend
improvement ideas forthe next calendar year. The call will be set up by the Compony and
will involve contactor service technician, and appropriate supervisors (as applicable),
and PacifrCorp's corporate environmental services and Plant Environmental Engineers.
Invoicing
The Conffacror shall provide a detailed monthly invoice (hard copy) to PacifiCorp's
Environmental Services by the 15tr day of the month for the preceding month. The
invoice will include an accounting of all hor:rs spend on behalf of the Company. To
expedite the billing process, the Contracror shall e-mail the invoice to PacifiCorp's
Environmental Services.
Contactor: Shaw Environmental
Annual Coordination Conference CalI
Plants
Plant
Carbon - (coal fueled)
Intersection on Hwy 6 &191
HelperUT
Unit
1,2
Currant Creek - (eas fueled) CTGIA, CTG1B
2096 West 30 North
Mon4 UT
Chehalis - (gas fueled) 1,2
1813 Bishop Road
Chehalis WA 98532
Dave Johnston - (coal fueled) 1-4
1591 Tank Farm Road
Glenrock WY
Gadsby - (eas tueled) l-6
1359 WestNorth Temple
SaIt Lake Clry U-I
Hunter - (coal fueled) 1-3
2 Miles South of Castle Dale
Castle Dale UT
Contact No. 3000073461
Page 5 of 8
Conhactor: Shaw Environmental
Huntington' (coal fueled) 1,2
i0 Miles West of Huntington on Hwy 31
Huntington UT
Jim Bridger - (coal tueled) l-4
8 Miles NE of Point of Rocks
Point of Rocks WY
Lake Side - (gas tueled) CT01, CTA7
1825 North Pioneer Lane
Vineyard UT
Naughton - (coai fi.reled) 1-3
5 Miles South of Kemmerer Hwy 189
Kemmerer WY
Wyodak - (coal frreled) I
48 Wyodak Road
Gllette WY
Plant Environmental Engitreen$
Carbon Plant - Terry Guthrie
P.O Box 839
Helper UT 84526
Email Addres s - terry. euthri edrPaci fi Corp. com
Phone No.435.472.7295
Ctnrant Creek Plant- Kerry Powell
2096 West 300 North
Mona UT 84645
Email Address - kerry.powell @Pacifi Corp.com
Phone No. 435.623.3816
Chehalis Plant- Mark Miller
1813 Bishop Road
Chehalis WA 98532
Email Address - Mark_A.Millerr?PacitiCorp.com
Phone No. 360.748.1300 ext. 5
Dave Johnston Plant - Anne Pre$yman
1591 TankFarmRoad
Glenrock WY 82637
Email Address - Anne.Prettyrqan6Pacifi Corp.ponr
Phone No. 307.995.5055
Contract No. 3000073461
Page 6 of8
Contractor: Shaw Environmental
Gadsby Plant- David Barnhisel
1359 WestNorth Temple Rear
Salt L,ake City, UT 84116
Email Address - dave.barnhisel@.Pacifi Corp.com
PhoneNo. S0l .22A.7748
Hunter Plant- Travis Larsen
P.O. Box 569
Castle Dale UT 84513
Errail Address - [e-mail]
Phone No. 435.748.6540
Huntington Plant - Richard Neilson
P.O. Box 680
Huntinglon UT 84528
Email Address - richard.nqilsonr0PacitiCom.conl
Phone No. 435.687.4334
Jim Bridger Plant - Dale Gillespie
P.O. Box 158
Point of Rocks WY 82942
Email Address - dale. gillespi e@Paci fi Corp. com
Phone No. 307.352.4281
Lake Side Plant - Kerry Powell
1825 North Pioneer Lane
Vineyard UT 84A42
Email Address - kerry.powell@Pacifi Ccrp.com
Phone No. 801.796.1916
Naughton Plant - To be provided later
P.O. Box I91
Kemmerer WY 83101
Email Address - To be pmvided later
Phone No. 307.828.4254
Wyodak Plant - Bemadette Hinshaw
48 Wyodak Road
Gillette WY 82716
Email Address - Bernadette.hinshawfdPacifi Corp.com
Phone No. 307.587.4283
Contact No. 3000073461
Page 7 of 8
Contractor: Shaw Environmental
PacifiCorp Environmental Services - Steven Jensen
1407 West North Tempie - Rm 310
Salt Lake City UT 84116
Email Address - [e-mail]
Phone No. 801.22A.4639
Plant Environmental Monitoring Equipment
Contract No. 300007346 1
Page 8 of 8
Thermo Fisher Scientific Hg, SO2, NO*, COz, CO both C and I series
AnaradNoo COz, SOz
Servomex Oz
California Analytical CO2
Horiba NO*, Oz
M&C dilution probe and extractive probe
Thermo Fisher Scientific Game Cube
Teledyne 150 ultrasonic flow monitor
Teledyne Lighthawk 560 opacity monitors
United Sciences 500C opacity monitors
Land 4500 opacity monitor
Sick OMD41 opacity monitor
See Exhibit A. Afiachment 1 PacifiCorp Monitors for detailed list of monitors and
Iocations.
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Contractor: Shaw Environmental. Inc. ContractNo. 3000073461
E)ilIIBIT B
PRICING SCHEDULE
Environme"r* *!"irJ*j Equipment Maintenance
The payment provisions listed herein constitute full compensation for all sewices associated with
and directly chargeable to the work of this Contract. Contractor shall be compensated the
following amounts:
2417/365 Phone Support (i0 hour block rate) $650.00
Ten hour blocks can be renewed by paymg for a nerr ten hour block.
Aruual Service Fee: $158,727
Over 40 hor:rs per week billing rate: $80.00 per hour
Payments for the annual fee, phone support and over 40 hour billings shall be quarterly.
Over 40 hours billings must be approved by Company prior to incurring the cost.
Additional Work- Time and Material
Company must approve all Additional Work if changes are ordered as provided in the Contract
or Company request support in addition to that provided by the full time employee under this
contract, Contractor will be entitled to the sum of the following costs of doing the additional
work.
Hourly wages including benefits, fringes, travel and zone differential, profit accor.rnting, project
management, consumables, small tools and all costs not covered in other sections for all work
performed will be paid at the hourly rates designated in this Section. Contractor shall be
compensated for actual time Contractor persormel are directly engaged in the performance of the
work. Time qpent by Contractors personnel in local travel shall not be compensable. Emergency
rates apply when Contactor has not received fourteen (1a) day advanced notice of required
services.
Maintenance Activities Rate $/Hour
Service Technician travel time $50.00
Service technician regular rate (Up to 10 hours per day) $65.00
Service technician overtime rate $85.00
Per Diem (per day for ovemight stay) $167.00
Emereency Onsite Support
Service Technician travel time $75.00
Service technician regular rate (Up to 10 hours per day) $85.00
Service technician overtime rate $110.00
Service technician weekend rate $110.00
Service technician standby rate (Jp to 8 hours per day) $85.00
Per Diem (per day for ovemight stay) $167.00
Contractor: Shaw Environmental. lnc.Contract No. 3000073461
EXIIIBIT B
PRICING SCIIEDULE
Environmentatr Monitoring Equipment Maintenance
Thermal Plants
Direct Expenses
Company will reimburse Consultant for travel, inciuding room, transportation, and other related
direct expenses at actual cost and in accordance with the Attachment, "Guidelines for PacifiCorp
Contractor Expense Reports," to the extent such expenses are reasonably and necessarily
incurred by Consultant in the perfomrance of the work. In lieu of reimbursement for room, meals
and incidental expenses a per diem may be paid.
Safety Material and consumables are included in the above hourly unit labor rates.
The following rules shall apply to all work perfonned by Contractor or its representatives or
subcontractors of any tier:
Overtime is billed for all hours over 10 hours per day or 40 per week and for all hours worked on
hoiidays recognized by Company. No ovefiime will be paid unless approval has been obtained
from Company prior to working the overiime.
Holidays recognized by the parties are those national and state holidays accepted by the state in
whioh the work is being performed and observed by Company. Holiday pay shall be paid only
for hours worked on the observed holiday. No holiday pay will be paid unless approval has been
obtained from Company prior to working the holiday.
Contract No. 3000073461
** Receipts are required for all reimbursable cxpense$ except meals less than $25.00 *"
Airfare and lodging: AII favel, that you request reimbursement from PacifiCorp, must be approved prior !o booking.
Contract finns may make their own arrangements for air travel, rental car and hotel stays, but expenses must meet these
guidelines. PacifiCorp will reimburse for coach class travel only, Charges in excess of coach ticket are the responsibility
of the contract finn. Booking flights less than swen (7) days prior to dsparture is strongly discouraged and must be
approved by the hiring manager. PacifiCorp will only reimburse for standard hotel rooms and prefers that confi:actors use
hotels where negotiated discormts are available. Check with PacifiCorp for hotels with discounted rates. The contractor is
welcome to utilize the PacifiCorp, or your own corporate, discounts.
Rental cars / ground trensportation: If a rental car is required, there will be only one car per contract finn and rental
will require the approval of the hiring manger. PacifiCorp may rcquire proof of insuranee. A discounted rate is also
available with Enterprise for car rentals.
PacifiCorp will reimburse shuttle, cab or mileage for one tip to and Aom the airport up to a maximum of $50 for each
business trip. If you park at the airport PacifiCorp will reimburse you for economy parking only. Receipts for all ground
mnsportation, parking and mileage are required.
Use of personal or company vehicles will be reimbursed d the currently effective IRS allowed rate per mile. Required
automobile insurance is required.
Meals: PacifiCorp will reimburse for breakfast, lunch and dinner for each day of contract work for non-local confactors.
The standard meal reimbursement should not exceed $55 per day. However, this is not a per diem amount that is
automatically paid for each day of work. PacifiCorp will not reimburse for any meals that the contractor (or contacting
ageney) purchases for PacifiCorp employees, such as team lurches/dinner.
PrcifiCorp will only reimburse for meal gratuities @ 15%. All other gratuities are not reimbursable (e.9. taxis, porters,
bellhops, or hotel staff).
Non-Reimbursable Expenses: The following is a listing though not all inclusive, of expenses that will not be
reimbursed;o Business giftso E:<penses for non-bwiness purposes
o Fineso Local tavel time (defined as within 50 miles of consultants office)o General offise supplies.o Personal entertafurmest or recreation (in-room movies, health club)o Expenses incurred by contractor family members,o Expenses not supported with a valid receipt.o Alcoholic beverages.o Laundryservice.o Barber andbeautician fees.o Personal hygiene products ( shampoo, razors blades, toothbrushes)o Parking for local cont:actors.
f,xpense report documentation: Accurate ex?ense reports submitted in a timely nnnner substantially reduce the
invoice processing time. Reports include a worksheet or listing of each expense, with date, type of expense and amountnoted. You can use a standard
form Aom your company or request one from PacifiCorp. Please see the sample entry below if you are creating your own
worksheet.
Date Type of expense Amount Location (i.e., Plant
location)
Receipt
included
Snnua Hotelroom charEe 98,11 Jim Bridoer Plant Yes
5t1t2010 Meals ?7.24 Jim Bridqer Plant Yes
5t1t2010 Vehicle Rental 34.55 Jim Bridqer Plant Yes
il1n410 Fuel 12.95 Jim Bridqer Plant Yes
EXHIBIT C
Form of Performance Letter of Credit
IRREVOCABLE STANDBY LETTER OF CREDIT
NTIMBER:
ISSUING BANK:
BENEFICIARY:
PacifiCorp, an Oregon corporation
Atkr: Credit Manager
825 NE Multnomah, Suite 700
Portland, OR97232
APPLICANT:
AmountNot Exceeding $U.S. Dollars
Expiration:at our couaters
At the request of ('iA,ccount Party'),
("Issuing Bank") hereby establishes our Irevocable Standby
Letter of Credit ("Irtter of Credit") in your favor for the aggregate amount not to exceed
United States Dollars ($), available to
you at sight upon demand at our counters at on or before the
expiration hereof. It is our understanding that this Letter of Credit is issued in accordance
with the Contract between PacifiCorp and dated
and corresponding Release for the
Project. Any request by you to draw on this Leuer of Credit must be accompanisd by the
origimt of this Letter of Credit, together with a completed certificate in the form attached
hereto as Attachment A, signed by an offrcer of PacifiCorp and dated the date of
presentation and copies of the notification and evideaee of delivery of such notification
referenced in Item 2 of said Attachment A.
We hereby agree with you that documents drawn under and in compliance with
the terrns of this Letter of Credit shall be duly honored upon presentation as specified.
Partial drawings and multiple drawings are permitted hereunder.
The amount which may be drawn by you under this Letter of Credit shall be
automatically reduced by the arnount of any previous drawings.
This Letter of Credit shall be governed by the Uniform Customs aud Practice for
Documentary Credits, 2007 Revision, Intemational Chamber of Commerce Publication
No. 600 (the *UCP''), except to the extent that the terms hereof are inconsistent with the
provisions of the UCP, including but not limited to Articles laft) and 36 of the UCP, in
which case the terms of this Lefier of Credit shall govern; and as to any matter not
specifically covered by the UCP, this Letter of Credit shall be govemed by the law of
New York.
With respect to Article 1a$) of the UCP, the Issuing Bank shall have a
reasonable amount of time, not to exceed two (2) banking days following the date of its
receipt of documents required to be provided by Beneficiary hereunder, to examine such
documents and determine whether to take up or refuse tlre documents and to inform the
B eneficiary accordingly.
This Letter of Credit shall expire at our close of business on
. However, it is a condition that this letter of credit will
automatically extend without arnendment for additional periods of one (1) year each from
the present or any future expiration date, unless at least sixty (60) days prior to any such
expiration date we shall notify you by registered mail or ovemight courier at the above
address that we elect not to extend this Letter of Credit beyond the currerrt expiry date, in
such event you may draw on the stated amount of this Letter of Credit with the current
expiration date.
If this Letter of Credit is automatically extended pwsuant to the terms of the
preceding paragraph, the final expiration date of this l*tter of Credit will be 60 days after
Proj ect Substar*ial Completion Date
If this Letter of Credit expires during an interruption of business as described in
Article 53 by Acts of God, acts of terrorism, riots, civil commotions, insurrections, war or
any strikes or lockouts or aoy other causes beyond our eontrol that intemrpts our brsiness
(collectively, an "Intemrption Event") and muses the place for presentation of this Letter
of Credit to be closed for business on the last day for presentation, this Letter of Credit
may be drawn against within thirly (30) calendar days after the place for presentation
rcopens for business.
This Letter of Credit is transferable in its entirety (but not in part). Any transferee
shall succeed to all of the rights of the Transferor hereunder. A transfer of the rigtrt to
draw under this Letter of Credit shall be affected by our receipt of this Letter of Credit
and a signed completed request for traasfer substantially in the form of the attached
Exhibit B hereto. We shall affect the transfer and advise the parties accordingly.
Transfer fees are for the account of the Beneficiary.
If you
please call
require any assistance or have any questions regarding this transactiorl
Attachmerf A
FOR]VI OF PERFORMANCE LETTER OF CREI}TT DRAWING CERTIT'ICATE
The r:ndersigned hereby certifies to ("Issuing Bank"), with
reference to the lrrevocable Standby Letter of Credit No.
("Letter of Credit') by the Issuing Bank in favor of PacifiCorp, an Oregon corporation
(together with any transferee under the Letter of Credit, called "Beneficiary"), that
because [check at least one (1) of,the following, as applicable]:
(1)
[ ("1 ("Account Party*) has failed or defaulted to perfonn all
or aoy part of its obligations defined in the General Services Contract between PacifiCorp
and ("Account Part'y"), dated ('Contract") (including but not
limited to as a result of the Accoust Party's failure to pay Beneficiary when due and
payable any amounts respecting Liquidated Darnages (as defined in the Contract) or any
other amounts) or the corresponding Release for the Project; or
n e) the Contract or the corresponding Release has been terminated by Beneficiary in
accordaace with Article 52 of the Contract
I trl Account Party has not extended or renewed or provided to Beneficiary an
acceptable replacement Letter of Credit prior to the stated expiration of Letter of Credit
No. _ in accordance with the terms of the Contract; or
X (d) the Letter of Credit has ceased to satisfu tle requirements for such Letter of Credit
(in accordance with the terms of the Contract).
Altd
(2) a copy of the written notification sent to the Account Party of Beneficiary's intention
to draw on this Lettrr of Credit No. _ dated not less than five (5) days prior to the date
of any drawing hereunder, along with evidence of delivery of such written notification.
Beneficiary is drawing upon the Letter of Credit in an amount equal to $
which amount is not in excess of the remaining undrawn portion of the Letter of Credit as
of the date of this Certificate.
Name of Beneficiary:
By:
Name:
Title:
20-
UPAcTFTEoRP\ arJxlicxi riLrd.g,tsil Grria(t Contract No. 3000073461
EXHIBIT D
Contractor I Vendor lnformation Form (CIF)
Contractor / Vendor Name:
(Last, First, Middle lnitial)
Company Name:
Address:
Phone:
tl) Successfully Passed Employe/s Drug and Alcohol Exam?
Yes f] trtof] 0f no, please complete grey box below) Date Completed:-
(MMlDDNYYY)(2) Successfully Passed Employe/s Background Check?
yes D Nof] (if no, please complete grey box below) Date Completed: _
MMnDIYYYY
(3) CompletedPacifiCorp'sSecuritytraining?Date Completed:_
wMlDDrY',\yY)
(4) Completed PacifiCorp's CIPS Overuiew training? Date Completed:_
(MM/DDNYYY
I hereby cedify that the information provided rcgarding the Contractor / Vendor is accunte and
documentation to suppaft this information will be retained by Contructor / Vendar employer and prcvided
upon Company's request
REQUIRED SIGNATURES:
Signature of Manager from Contractor / Vendor Company Date
Printed Name
Gontractorr / Vendors will not be permltted PacifiCorp unercorted access without the
completion of a druglaleohol screening, background check and required training.
Contractor / Vendor Companies should send this completed forrn to the PacifiCorp
hiringleponsoring manag6r.
The hiringlsponeoring manager will use the information on this form to complete a
Personnel Action lnput Form (PAIF), and will submit this form along with the PAIF to the
Version 7.0 1A$t2AO9
lf Contractor 1 Vendor did not pass or Drug and Alcohol Exam, please
contactColt Norish at "colt [e-mail]" or 503-81&5545 to discuss:
V,PncrrEonp\ aiox*f,r * rf,licr r€.Fr..ta*frrr Contract No. 300007346 I
HR Service Center.
Background Check Requirements:
1) Background checks shall be updated no less frequently than every seven (7)
years or upon request by Company, and shall, at a minimum, consislal a
social security number verification and seven-year criminal background
check, including all convictions for a crime punishable by imprisonment for a
term exceeding one year.
Drug and Alcohol Screening Requirements:
1) Drug test shall, at a minimum, be a five (5) Panel Drug Test, which should be
recognizable at testing labs as a "SamHSAS panel at 50NG - THC cut-off .
Version 7.0 fit16nQ09
PacifiCorp
Contract No. 3000073461
Mil{IBIT E
Special Conditions at AU PacifiCorp Energt Plants
PLAIT{T SECIruTY
P1ant security is under the direct control of Company and is in accordance with Company's
established procedures, which include the requirements stated in this Article but sirall not be iimited
to these provisiors. Conractor and its personnel and its subcontastols personnel of any tier shall
stictly adhere to Ail PacifiCorp Energy Plants security provisions. Except for Blundell and Gadsby
piants, Company will fundslt within fenced-in areas of the planq a guard force to contol access to
and fromthe plant.
For the Jim Bridger and Dave Johnston plants, Bccess into and out of the fenced-in area surrounding
the plant is electronically contolied by a proximity card system and Gai-tonics phones. Company
may provide to Contactor the necessary security access cards coded to operat€ the appropriate
gate($ to access Contactor's work area during the work hows established for this Contract.
Instnrctions for use of Gai-tonics phones are posted at most phone locations. AII smurity access
sards are to be returned to Company upon completion of the work. Contaptor agrees to pay to
Company a $30 fee for each replacement card and for each unreturned card.
Excepl for Bhndell, Carbon, Dave Johnstoq Gadsby and Wyodak plants, all personnel working at
the plant site and a1l repeat visitors may be provided and, whene provided, shall be required to keep
in their possession at all tims, while on the pr€mises! an identification ('ID") badge provided by
Company. Visitot's badges will be available, but persons with such badges may be required to be
escorted by a designated representative of Company.
Contactor will be assigned a personnel gate tlrough which its empioyees must enter and depart. ID
badges issued to Contractols employees may, at Company optio& be utilized as "brass", and
Contactor will be responsible for the control of badges issued to its employees, subcontractors,
zuppliers and visitors"
Even though Company provides guard service, Contractor shall be fuliy responsible for all
Contactor-fumished material and equipment as well as Company-fumished material and
received by Conhactor.
Designated parking areas for all persons have been established or*side the fenced-in area of the
piant Certain individuals, aulhorized specifically by Company, Inay drive vehicles onto the plant
site and may enter and leave tbrough the main gate attimes designated by Company. Access to the
plant site between the hours of 3:30 P.M. local time and 7:00 A.M. of the normal work week and all
hours on weekends shall be subject to the consent of Company. Contactor shall fslhvr tr.
prccedr:re designated by Company in obtaining consent for access to the plant site at other than
normal working hours.
All PianB
ReY: 54748
E-l .
conkact*". dff,1fffi
Contactor shall maintain and submit to Company an up-to-date inventory of materials, tools, and
equipmentbrought onto the plaot site.
A representative of Company shall have the rmqualified right to dernand identification of and/or
search all persons and all vehicles entering or leaving the plant site. Materials leaving the site must
have an appropriate malerial pass issued by Company. When leaving the site upon project
completion, advanced arrangemCIrts for tool inspection must be made. These inqpections must be
coordinated with Company.
There :lre areas within the plaut wttich are reskicted. Before entering these areas, Contractor shall
obtain prior consent &om Company representative. Any individuai found in resticted areas without
Company consent shall be subject to expulsion &om the site.
SATETY. IIEALTH. ACCIDENT ATID I}AMAGE PREYENTION
Prior to start of any work required by this Confiact Contractor shall be responsible for assuring tlnt
each of its oup ernployees, together with all employees of its subcontractors of any tier, are fully
informed conce,ming all safety, health, and security regulations to their work, including
but not limited to, confined sp.rce, fall protetrtio& tag out/iockout procedures, and hearing
conservation regulations.
Conffictor shall arrange with Company to have all its work force and/or its subcontactor work
force attend a plant orientation which may include a safety video. All personnel may be required to
sign a sheet with theirname acknowledging attendance.
Contactor shall comply with all safety standards and accident prevention regulations promulgated
by Federal, State or local authorities having jwisdiction and will take or cause io be taken such
additional measures as reasonably necessary to protect the life and health of all employees urgaged
in the performance of this Contract and work required hereunder. Contractor shall be responsible
for the ilumner in which tools and equiprnent are used including the proper use of safety devices and
equipment necessary to safsguard other workrnem-
Confactor's non-English speaking employees slrall receive safery information in their native
tongue. Contractor shall provide Company with the ruunes, job title, work schedule, and language
of non-English speaking employees that will be working at Company's facility. Contractor shall
provide a translator during the plant safety orientation so that each non-English speaking employee
shali be able to comprehend the information being presented. Contractor shall provide a bilingual
employee who shall be responsible for communicating safety information from English to the non-
English qpeaking empioyees. Contractor strall provide a bilin$at employee who shall be on plant
site in the immediate vicinity of non-English speaking errployees at all times to communicate
emergency information and instructions. Should the nature of the confract work require Contactor
to divide into smaller work groups separating non-English speaking employees from the bilingual
employee by more than 1000 ft. distance, additional bilingual employees shall be utilized at a ratio
All Plants
Rw: 5-t]7{8
E-2
contractNo. JffiTfffi
of one per work group. Company shall provide a hard hat sticker to be wom by Contactor's
bilingual employee(s). Conffactor's bilingual employee shall conduct a.walk down ofthe work area
with all non-English speaking employees, eanslating signs explaining hazards and warnings prior to
commencing work.
Contractor shall at all times conduct all operations under this Contract in such a nuurner as to avoid
the risk of bodily harm to persons or risk of darnage to any properly. Contactor shall promptly take
all precautions ulhich af,e necessary and adequate against any conditions which involve a risk of
bodily harm to persons or a risk of damage to any property. Contractor shall continuously inspmt
all work, materials, and equipment to discover and determine any such conditions and shall be
responsible for discovery, determination, and correction of any such conditions.
For work performed in a confined space, as defined by Federal and State law, Contractor shall 1)
comply with all OSHA and other perrrit qpace requirements; 2) have a formal written program
defining in detail Contractor's procedures for such compliance; and 3) provide a copy to Cornpany
of sucb. progruun prior to p.rforming any such work. Contractor shall pmmptJy advise Company of
any hazards confronted or created in permit or non-pennit spaces and shall provide Company copies
of all tests, permits, and other required documentation resulting from such work.
No scaffold shall be erected, moved, dismantled, or altered except under the supervision of
competerfi persom.
Contractor is responsible for ensuring compliance with the requiremeats set forth in the regulations
governing the work. Such resporsibility shall apply to both its operations and those of its
subcontactors of any tier. When violations of the safety and health regulations are called to its
attention by Cornpany, Contactor shall immediately conect the condition to which attention has
been directod. Such notice, either oral or vrryitterU when served on Contractor or its representative(s)
shall be deemed sufficie,nt
In the event Conractor fails or refi,rses to promptly compiy with the directive issued by Company,
Company may issue an order to suspend all or any part of the work. When satisfactory corrective
action is takeru an order to resume work will be issued by Company. Contactor shall not be
entitled to any extension of time, nor to any claim for damage, nor to excess costs by reason of
either the directive or the suspension order. Failure of Compauy to order discontinuance of any or
all of Contractols operations shall not relieve Contactor of its responsibility for the safefy of
personnel and property.
Contractor shall:
Submit a safety program to Company for reviEw prior to start of work under this
Contact.
All Plan6
Rev: 547-0E
E-3
conractr". Jff#t*"#
Provide for weekly five (5) minute "tool box" safety meetings, conducted by its
supervisorlforeman and attended by all craft employees on the job site with a copy
of the meeting minutes provided to Company within three (3) days after the meeting.
c. Conduct regularly-scheduled safety meetings for all levels of supervision.
Provide trained personnel as part of site safery team to insure prompt and efiicient
first aid and medical care for u$ured employees. Contractor shall be responsible for
Eansporting any in$ured personnel. If ambulance service is required Conhactor
shall noti$ Contol Roomwho will makethe necessary call.
e. Designate a competent zupervisory employee to carry out Contactols accident
prevention progmm.
Reimburse Company for any costs incurred by Company resulting from citations for
failure of Contractor fo comply witlr governing regulatory agencies.
g. [Iave the sole responsibility for providing fire protection in its work area and
furnishing Company a written fire protection plan wtrich shall be subject to
Company's acceptance prior to commencing work.
Serious accidents andlor fires strall be imrnediately reported to the Control Room Operator of the
unit where the emergency exists. The person that reports the emergency will give their name, state
uihat the emergency is and the location of the emerge,lrcy. The Control Room Operator will sound
the appropriate alarm and wili surlmon appropriate emergency response personnel. The alarm shall
be sounded for five (5) seconds and then the location of the fire or medical emergency will be
announced over the Public Address System. The alarm will then be repeated. Contractor shali
notift Company's designated representative of any serious accident or fire as soon as practical.
In the event of a fue, accident, or evacuation emergency, Contrastor is to assemble and account for
their personnel as directed by the plant alamr system. Upon completion of the accurate accotmting,
Contactor is to report the status of theirpersonnel to Company.
Confiactor shall maintain an accurate record and shall provide a written report to plant Safety
Adminis:bator of all cases of death, fire, occupational diseases, or any injury to employees or the
public involved, and properlry damage by accidenf to performance of work under this Contract
within forty-eight (48) hours of such inoident.
No individuals, whether employees, cofltractorc, vendors, visitors or guests, are allowed to
smoke or use tobacco products on the premises of any PacifiCorp facility or property, whelher
owned or leased. This prohibition includes offices, f,eid facilities, company vehicles and aircraft,
garages, paxking lots, Iawns and sidewalks.
All Plants
Rw: 5{748
PacifiCorp
Contact No. 3000073461
In order to prevent confusion with the permanent work force at the Jim Bridger plant, neither the
Contactor nor any of Contractor's subcontractor personnel shall wear red orange, or yellow hard
hats while on the plant site.
All Confiactors' employees working at the plant site shall wear protective equipment aprpropriate to
the specific work activity and in accordance with plaut safety rules. All such equipment shall be
furnished by Contractor. Protective equipment includes, but is not limited to, hard hafs, safety
glasses, hearing protection, protective clothing, and safety toe footwear (must be appropriate for the
work being performed and must meet ANSI ru|J,7967 or the new ASTM F2412 - 05 and F2413
- 05 standard and be non-fabric/non-perforated uppers, oils aad acid resistant soles, and be a
minirum of Class U75 or C175, effedve September 1,1991). Hard hats, safety giasses and safety
toe footwear will be wom at all times v&ile on the plant site except in locker roorls, hurch rooms,
and office rooms. Hearing proteotion will be wom in all posted areas or when otherwise directed by
Company. Protective clothing, gloves, and respirarors will be used as work conditions dictate to
essure &e safety and health of the workmen.
Vehicles used to tansport employees shali have seats finnly secured and adequate for the number of
employees to be carried. Seat belts and anchorages meeting the requirements of 49 CFR Palt 57i
peparkrnent of Transportatioq Federal Motor Safety Standards) shall be instailed in all motor
vehicles. Worlonm will not be allowed to ride in a pickup or truck standing up or with their feet
dangling over the side while the vehicle is in motion.
All vehicles on site will observe the plant speed limit as posted.
All Cootractor provided equipment and vehicles will be operated with the headlights on while
operating on the properly at the Jim Bridger piant. This will increase visibility, thereby enhancing
the safety of all employees of Company aud Contractors.
Metal ladders are prohibited onthe plant site.
Contactor shall leave a job site in as safe a condition as possible. Before leaving a job, it shall be
Contactor's dutyto conect or arrange to grve a waming on any conditionwhich is hazardous.
Unsafe conditions shall be identified by barriers, signs or some other suitable method (Jim Bridger
plant requires protective orange fencing). Danger area signs and barricades shall be designated by
predominant red color.' Caution area sigas and barricades shall be designated by predominant
yellow color. Barricades, barricade tape and/or flagging shall have properiy completed yellow
inforrration tag (supplied by Company) attached in a conspicuous location stating date, reason for
banier and person to contact. Signs and barricades shall be removed immediately upon completion
ofthe job requirement.
AII Plana
Rev: 5-07-08
E-5
PacifiCorp
Contract No. 3000073461
Contactor's work practices shall minimize interference and disruptiotr to plant maintenance and
operation. Contactor shall not r€move or alter any part of the existing structures, equipment or
system without prior knowledge or consent of Company. Contractor shall, at ail times during the
performance of the work, be in srict compliance with the plant's Prrotective Tagging and Clearance
Procedures.
MATERHL SAT'ETY DATA
Contactor shall be famiiiar with and abide by all provisions of the OSHA "Hazard Communication
Standard". Contractor shall pay special afiention to the following sections of the "Contractor
Employees" section of the PacifiCorp Hfraafi Communication Program:
&. [R]equire... that suppiiers furnish appropriate Material Safety Data Sheets (MSDS) and
appropriate labels of all prrchased chemicals.
b. For materiais Contactor brings to the jobsite, MSDS for those materials must be presented
to Company for re'liew by the Company's plant Safety ACmin:s&ator and plant
Envirorunental Engineer prior to commenc,ement of work. All materials must meet all State
and Federal Regulations for containment.
c. [R]equire... Contractor and all employees to review the MSDS of the appropriate hazardous
chemicals, and followthe requirements of the OSI{A Harard Communication Standard.
HAZARI}OUS MATERIALS AI\ID IIAZARDOUS \ryASTE
To comply with State and Federal regulations concerning hazardous maferials and hazardous
wastes, Confractor rsing any regulated substances, including but not limited to chemicals, paints,
thinners, and solvents, on tlre plant site is responsible for the proper siorage, usage, and diqposal of
the material or waste. Contractor shatl be respousible to infonn Company Representative of the
quahty and type of hazardous materials brought on site in uriting. This information is to be copied
to the plant Environmental Engineer. Contactor shall also be responsible for the rernoval of all
wastes and unused materials, whether hazardous or nonhazardous, at the job completion. Wastes
may not be disposed of at the Jim Bridger plant landlill unless specilically approved by the
Company Representative and shall be recorded on t&e plant Dai$ Landfill Placement LoS(s).
The logs rre to be given to the plant Environmental Engineer,
A Contractor whose employees will be working in an area where hazardous chemicals are or may
be present shall be notified in uniting of the chemicais present and provided with appropriate
MSDS. It will be the respoosibiiity of Company to infonn Contractor of the hazardous chemicals in
the plant to u*rich their employees may be exposed.
The application, disposal, utilization or other handting of any lead or lead based material or product
(.Lead Work") shall be performed in strict compliance with all applicable Federal, State and local
laws and regr:iations, including withont limitation Federal OSHA Construction Standard For Lead
All Plants
Rev: 547-08
PacifiCorp
Contract No. 3000073461
(29 CFR 1926.62). kior to performing any Lead Work, Contactor shall preparc and have in effect
aranitten work plan specifically for such Work. Contactor shall prcvide a copy of that work plan to
Company for review upon request by Company, which request may be made at any time or times.
Contractor slrall provide documeotation evidencing proof of competency of individuals under
Contractor's supervision executing the work plan.
The removal or handling of any devices known or suspected to contain mercury shall be
coordinated with the Company and perfomred in accordance with Company procedures and State
and Federal regulations. Any devices u*rich Contractor removes dwing the course of work which
contain mercury shall be given to Company for proper diqposal.
Computer wastes (cathode ray tubes, centrai processing units) or electonic componen8 that contain
'lnother-board" like components may contain high levels of Resource Conservation and Recovery
Act (RCRA) regulated wastes. These materials may not be discarded into plant landfills. If these
types of waste are generated by the Contactor, the Contactor shall ensure that the wastes are
properly reeyeled andlor removed from Company properfy.
CONTRACTOR IS HEREBY NOTIFIED THAT ASBESTOS IS PRESENTLY IN T}lE
CARBON, GADSBY A}.ID NAUGHTON PT-A}.ITS AND ASBESTOS ABATEMENT WORK IS
CURRENTLY LINDERWAY. ASBESTOS IS PRESENT IN SOME AREAS IN THE JIM
BRIDGE& HLINTINGTON, HIINTER, DAVE JOHNSTON AND WYODAK PLANTS.
TO THE EXTENT THAT THE WORK UNDER TI{IS CONTRACT INCLUDES T}IE
HANDLING OF OR EXPOSURE TO ASBESTOS, CONTRACTOR SHALL PROVIDE
PERSONNEL APPROPRTATELY TRAINED REGARDING ASBESTOS REQUIREMENTS,
LAWS, AND REGULATIONS.
Contactor sirall notify Company if suspected asbestos containing material is encountered.
Contractor shall not disturb in any way the encountered material. if at any time while perforrring
any maintenance or repairs, Conhactor encountgrs insulation or gasket material and cannot identiff
it as non-asbestos, Contractor shall have the responsibility of notiSing Company of a potential
asbestos bazard,. Contactor shall p,resent saruples to be tested to Company per plant procedures.
Company will test samples of suspect material. Companls insuiating Confractor shall contain or
rcmove all asbestos containing material.
ENYIROITMENTAL COMPLIANCE
A representative of the Company shall provide the Contractor with a copy of the Environmental
RESPECT Policy. Prior to starting any worlq Contractor shall be responsible for assuring that all of
its employees are fully aware of the Environrnental RESPECT policy. Contractor shall conduct its
work in such a rranner as to minimize all harmful impacts to the environment, and take all
necessary precautions to prot€ct the eirvironment. Contactor will be responsible to continuously
inspect and monitor the perforrrance of its employees as it rc1ates to environmental stewardship.
AII Plants
Rev: 5{7{8
E-7
contractNo. Jffi?ffff
Environmsntal issues created by the Contractor's operations and/or activities shall be promptly
addressed by the Contactor and re,ported to the plant Environmental Deparfrnent, as appropriate.
Contagtor is responsible for maintaining stict compliance with ail State and Federal environmental
regulations. Many of tlrese regulations have important requirwrents associated with employee
saining. Contactor has sole responsibility for any employee taining required by State aud Federal
regulations. Proof of successful training completion and periodic testing or recertification must be
provided upon request by Company
In addition to the applicable local, State and Federal requirements, Contactor must compiy withthe
following:
&. Conffacoor shail abide by the plant's fugitive dust contol pian including but not limited to
speed limits, minimizing soil disturbance, application of water to control dust dwing work
activity and proper operation and maintenance of equipment.
b. Contactor strall obtain applicable Constrtrction or Operating Pemrits prior to conskucting
activities or operating stationary equipment which:
1) Emits greakr than five tons per year of any of the following pollutants: particulate
mafter (PMlO), sulfir dioxide (SO2), carbon monoxide (CO), nitrogen oxides
0tIOx), andvolatile organic compounds (vOC);2) Emits greater tlun 500 pounds per year of any hazardous air pollutant (FIAP), and
geater than 2,000 pomds per year for any combination of tIAPs;3) Regulated by any standard or requiremant of Section 111 or 112 of the Clean Air
Act; and4) Has the potential to be a major source, as defined in R307-101-2, Utah Annotated
Code (UAC) or Wyoming Air Quality Stadards and Regulationg Chapter 6,
Section 3.
c. Contactor shall notify the Company Safety Administrator or plant Environmental Engineer
prior to performing any sandblasting activity and abide by the plant's Title V Operating
Permit conditions reiated to sandblasting activities. in the event that Contzctor performs
sandblasting activities, the Contactor shall have a certified Method 9 Visible Emission
Observer on site and provide Method 9 observations as required by the plant's Title V
Operating Permit
d. Contactor shall obtain a Storm Water Construction Permit for consfuction activities
disturbing greater than one acre. Contractor has sole reqponsibility to perform irspections
every '/-.4 days of the runoff control devices, transfer the Storm Water Pemrit and the
inspection sheets to the Compaay Environmental Engineer witldn ten (10) days of
AII Plans
Rev: 5-07-08
E-8
PacifiCorp
Contract No. 300007346 I
construction completion. Contractor shall seed disturbed ground as required by the Storrr
Water Constuction Permit.
Contractor shall secure required permits and request approval by Company Environmental
Engineer prior to the discharge of any water into the Water of the State. Contractor shall
seflre rquired pemrits and request approval by Company Envimnmental Enginea prior to
dredgng or disttrbiog any waterways on Company property.
Contractor shall abide by the plant's Spill Prevention Control and Countermeasures
requirements and shall:
1) Notiff the Company Environmental Engineer in writing of any equip,nrent or
containers that contain 55 gallons ormore ofpetroleum products;
2) Store all containers ofpetroleum products that are equal to or greater than 55 gallons
in Company approved secondary containment;
3) Inspect for lealcs on any and all Contactor provided tadcs and drums while on site;
4) Report and clean up all spills in a timely mailr.er in accordance with the plant's Spill
Prevention Control and Countemeasures Plan;
5) Immediately report to the plant Environmental Deparhnent any qpill or leak which
enters, or tlreats to enter, any Water of the State, including Sound water;
6) Ensr:re all qpills and leaks are cleaned in a prompt and timely rumner.
WORKRULES
Contractor shall at all tirnes maintain srict discipline zrmong its employees, including the employees
of its subcontractors of any tier. Contractor shall comply with job site conditions and work rules
established by Company and shall cooperate with Company in enforcing zuch rules.
Any ernployee of Contractor or of its subcontactors of any tier, who is deerned by Company to be
incompetent or disorderly or who possess a danger to the safety of the worh shall be irnmediately
removed from Contract work upon the request of Company and shall not again be employed in the
Contract work without the consent of Company.
CONTRACTOR DRUG AND ALCOHOL POLICY
Conkactor shall establish, maintai& and provide proof of a confidential drug and alcohol testing
program for all of Contractor's ernployees and subconftactors assigned to work for any
PacifiCorp Energy Piant (collectively, tle "Contractor's Representatives").
Confractor's Representatives are prohibited from possessing, using, distributing, dispensing,
manufacturing, selling or having in their possession or control any dnrg/banned substance while
on any PacifiCorp Energy Plant properly.
All Planb
Rsv: 547-0E
E-9
PaciflCorp
Contract No ,300A0n461
The Contractor shall provide for random drug testing that shall ineiude all of Contactor's
Representatives. Contractor may be asked, at anytime, to provide documentation that such
testing has taken place. Contractor will cooperate when asked to drug test for safety violations,
suspicious or inappropriate behavior, reports of drug use, or physical signs of drug use.
Contractor's Representatives selected for random testing shall be accomparried to the testing site
by Conlractor's supervisory personnei as soon as practical on the same day they are selected.
The tests required pursuant to tlis program must be conducted by a laboratory certified by the
National Institute on Drug Abuse (NIDA). The tests must screen at a minimum for the foilowing
substances and levels.
ebiii'pouii{';1.'
Amphetamines
Barbiturates
Benzodiarepines
Cocaine Mehbolitos
Marijuana(THC)
Methadone
Methaqualone
Opiafes
Phencyclidine
Propoxyphene
Ethanol (alcohol)
Screen
1000 ng/ml
300 ngiml
300 ng/ml
300 ng/ml
50 nglml
300 ng/ml
300 nglml
300 ngiml
25 n{ml
300 nglml
0.A2% percent blood
alcohol or equivalent as
indicated by blood,
saliva, breathalyzer or
similar test.
500 ngiml
300 ng/ml
300 ng/ml
150 ngiml
i5 nglml
300 ng/ml
300 nglml
300 nglml
25 nglml
30Andml
0.42% percent blood
alcohol or equivalent, as
indicated by blood, saliva,
breathalyrar or similar test.
Test levels that meet or exceed the above stated levels shall constitute immediate removal of the
individual from any PacifiCorp Energy Plant property for no iess than one year and
responsibility for a tracking mechanism to confirm that the individual has not returned to any
PacifiCorp Energy Plant properfy dwing that one year period is the obligation of the Contractor.
Failure of the Contactor or any of Contractor's Representatives to comply with this policy shall
be grounds for immediate removal from any PacifiCorp Energy Plant property.
In maintaining a drug free workplace, all PacifiCorp Energy Plants expect the fuli cooperation of
the Conkactor and any of Contractor's Representatives.
All Pl*nts
Rev: 5-07{8
E-10
Contact No. 3000073461
EX}IIBIT F
COMPAI\TY'S CRITERIA
Background Check Criterin
The Company has a Badge and Access Standards policy which outlines company
standards, procedures, compliance policies and worlcforce responsibilities regarding
badges and access to all PacifiCorp controlled areas. Access to Company's Facilities is
subject to this policy and requires access to be granted on an as-needed basis after
completion of the required background check and training requirements.
In addition, the Company is required to comply with the mandatory Critical Infrastructure
Protection Standards (CIPS) issued by the North American Electric Reliability
Corporation (NERC) and approved by the Federal Energy Regulatory Commission on
January 17,20A8. These CIPS were adopted to ensure *rat electric utilities, as part of the
nation's critical infrastructure, are able to sustain and secure against wlnerabilities that
may threaten the electric system and the utilities that operate it. Specifically, CIP-001
through CIP-009 provide a cyber security framework for the identification and protection
of assets critical to the reiiable operation of the eiectric system.
In order to eosure compliance with CIPS and the Company's access policy, Company
requires that all personnel who will have authorized unescorted physical access to
Company's Facilities and/or authorized cyber or unescorted physical access to CIPS
Covered Assets (including control centers, substations, generation plants, critical cyber
assets, etc.) have the appropriate security clearance and security training.
Individuals who are considered "restricted persons" may not have unescorted access to
Company's Faciiities or CIPS Covered Assets. An individual will be considered a
'orestricted person" if the person meets any of the following criteria:
. Is currently under indictment for a crime punishable by imprisonment for a term
exceeding one year;
. Has been convicted (within the past seven years) in any court of a crime
punishable by imprisorment for a term exceeding one year;
. Is currently a fugitive from justice; or
. Is an alien illegally or unlawfully in the United States.
If an individual's background check indicates that helshe meets any of the above criteri4
the individual will be considered a 'orestricted person" and unescorted access to
Company's Facilities or CIPS Covered Assets will not be autlorized.
Company's Criteria - Rw" 0609