20140821Notice of Affiliate Transaction.pdf

YPnctFIConp
August 21,2014
VIA OWM{IGHT DELIVERY
Idaho Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Attention: Jean D. Jewell
Commission Secretary
Re: PacifiCorp Notice of Affrliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitment I l7(2), incorporated in the
Idaho Public Utilities Commission Order No. 29973 issued February 13,2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding,, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company (MEHC)', of an affrliate
interest transaction with Metalogic Inspection Services (Metalogic) for the provision of Linear
Phased Array (LPA) examinations of boiler tubing welds and general non-destructive evaluation
(NDE) services at certain PacifiCorp generation facilities. Included with this filing as
Attachment A is a copy of the Master General Services Agreement between Berkshire Hathaway
Energy Company (BHE) and Metalogic for Boiler, High Energy Piping, Unfired Pressure
Vessel, Non-destructive Inspection and Evaluation Services (Agreement). Exhibit B to the
Agreement contains confidential pricing information, which PacifiCorp is contractually obligated
to keep confidential. Additionally, such pricing information is commercially-sensitive and could
erode the Company's bargaining power for similar services in the future. Accordingly, Exhibit B
is submitted under seal, and PacifiCorp requests that it be made confidential.
PacifiCorp is a wholly-owned indirect subsidiary of BHE. BHE is a subsidiary of
Berkshire Hathaway, Inc. (Berkshire Hathaway). As of March 31,2010, Warren E. Buffet (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 Metalogic. Therefore, Berkshire
Hathaway's ownership interest in Metalogic may create an affiliated interest in some PacifiCorp
jurisdictions.
R JeffRichards
Vice President and Generul Counsel
201 S, Main Street, Suite 2400
salt Lake city, uT 84111
801-2204734 oflice
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Jean D. Jewell
Notice of Affiliate Transaction
August 21,2014
The Agreement was negotiated between BHE and Metalogic. BHE subsidiaries may take
services under the Agreement by executing a participation letter. PacifiCorp intends to execute
such a participation leffer in the near future.
Metalogic provides certain metallurgical testing and evaluation services, including LPA
and NDE. LPA is an ultrasonic technique of examining boiler tubes, welding and is conducted
during performance of PacifiCorp boiler overhaul repair. NDE examination services provide
inspection, professional recommendation and reporting on PacifiCorp boilers. BHE conducted a
formal bid process and selected Metalogic after it achieved the highest score as evaluated against
the required LPA scope of work. PacifiCorp expects to spend approximately $600,000 over three
years.
PacifiCorp's participation in the Agreement is in the public interest. PacifiCorp owns and
operates thermal generation plants that require periodic inspection and testing to ensure efficient
operation. Periodic evaluation and testing of boiler tubes and welding is an important part of the
ongoing inspection and testing needs.
Please do not hesitate to contact me if you have any questions.
Best Regards,
R. Jeff Richards
Vice President and General Counsel
PacifiCorp
Enclosures
Contract No. 4600003245
MASTER T.RoFESSIoNAL SBRucns CoNTnacT
Brrw,nrN
BERKSHIRE H,Iruaway ENERGY CoupINy
AND
METALOGIC INSPECTIoN SnruTcns LLC
FOR
BoILE& IilGH ENERGY PIPING, T]NFIRED PRESSTJRE VESSEL, NoN-DESTRUCTI},E
INSPECTION AND EVALUATION SERVICES
Tlrr,r or Coxrrxrs
PAGE
ARTICLE 12. DESIGNATED REPRESENTATWES AND NOTICES................. ..............................8
ARTICLE 13. EXAMINATION OF WORK AND PROGRESS REPORTS ...............8
ARTICLE 19. CONSULTANT'S PERSONNEL; DRUGS, ALCOHOL AND FIREARMS................... ................11
ARTICLE 21. SUBSTANCE ABUSE; DRUG AND ALCOHOL POLICY .............11
ARTICLE 22. DEPARTMENT OF TRANSPORTATION. ..................I I
ARTICLE 25. SAFETY AND SITE REGULATIONS; PROTECTION OF PRE-EXISTTNG FACILITIES; CLEANUP ..,,,,,..12
ARTICLE 29. CONFLICTS, ERRORS, OMISSIONS, OR DISCREPANCIES IN CONTRACT DOCUMENTS.....................13
ARTICLE 30. CLAIM NOTICE AND RESOLUTION PROCEDURE ......................I3
ARTICLE 32. TERMINATION FOR CONVENIENCE...... ................I4
Metalogic Inspection Services LLC 9JUNEI4 Berkshire Hathaway Energy Company Master Professional Services Contract- 4- 2014 Page I of20
Contract No. 460000324 5
ARTICLE 38. RELEASE OF INFORMATION _ ADVERTISING AND PROMOTION ..............16
ARTICLE 39. CONFIDENTIAL INFORMATION; NONDISCLOSURE ................16
ARTICLE 40. OWNERSHIP OF DESTGNS, DRAWINGS, AND WORKPRODUCT(OTTmRTHAN SOFTWARE)...............16
ARTICLE 4I. CUSTOMZED SOFTWARE AND LICENSED SOFTWARE .........,..17
ARTICLE 42. PATENT AND COPYRIGHT INDEMNITY.............. .........................18
ARTICLE 49. ENTIRE CONTRACT; DOCUMENTS INCORPORATED BY REFERENCE............. ...............19
ARTICLE 50. EXECUTION AND EFFECTTVE DATE .......... .............20
ATTACFftm{TS
ExnBrr A_SCoPE oF WoRK
A'I*TACHMENT 1, Ltt.rren PHASED Annay SERVTCES
ATTACHMENT 2, INrnrrroNALLy DELETED
ATTACHMENT 3, INTENTIoNALLY DELETED
ATTACH}vE]\T 4, GgNgnaL NoN.DESTRUCTIVE EVALUATIoN SERVICES
ATTACHMENT 5, INTENTIoNALLY DELETED
AttecHueNr 6, INrelrnoNALLy DELETED
ATTACHMENT 7, INTENTIoNALLY DELETED
ATTACHMENT 8, INtEt,rnoNALLy DELETED
APPENDIX A-I, SPECIAL CoNDITIoNS _ PACIFICoRP
APPENDIX A-2, SPECIAL CoNDITIoNS _ MIDAMER]CAN ENERGY CoMPANY
AppeNox A-3, SPECIAL CoNDITIoNS _NV ENERGY
Ex{BIT B - PRrcrNG Scrmoule
E)cl-tstr B-1, LTNEAR PHASED ARRAy SEnvrces
Exffi TT B-2, INTENTIoNALLY DELETED
Exmrl B-3, INTENTIONALLY DELETED
DcTmn B-4, GENERAL NoN-DESTRUCTIVE EVALUATIoN SgnvICpS
E)G{BTT B-5, INTENTIoNALLY DELETED
Ex{BrI B- 6, INTENTToNALLY DELETED
EXHBIT B- 7, II.i"IENTIONALLY DELETED
Exffi n B-8, INTENTIoNALLY DELETED
Pxrsh C-FoRM oF PuRCHASE Onosn
E)({BTT D_LETTER oF Cngon RTQUIREMENTS
DGIIBIT E _ AFFILIATES LIST AND PRn.ICPAL BUSI.IESS ADDRESS
Ex{Brr F - FoRM oF Arnlrerp PaRTrcIpATroN LETTER
ExrilBrr G - STATU-roRy FoRM or LmN auo CLArM RELEASE FoR CALTFoRNT.A WoRK
Metalogic Inspection Services LLC 9JUNE l4 Be*shire Hathaway Energy Company Master Professional Services Contract - 4- 2014 Page2 of20
Contract No. 460000324 5
MASTER PRoFESSIoNAL STRucns CoNTRncT
BrtwnrN
BERKSHIRE H,IruIway ENERGY CoIrp.Ixy
ANI)
METALoGIC INSPECTIoN SERVICES LLC
FOR
BoILE& HIGH ENERGY pIpING, UNFIRED pREssuRE vEssEL, NoN-DESTRUCTIVE
INSPECTION AND EVALUATION SER!'ICES
PARTIES
The Parties to this Master Professional Services Confiact (this "Master Contract") are Berkshire Hathaway Energy
Company whose principal address is 666 Grand Avenue, P.O. Box 657, Des Moines, Iowa 50306-0657 ("Berkshire Hathaway
Enerry"), together with its Affiliates who elect to utilize this Master Contract and agree to be bound by the terms and conditions as
provided herein (eac[ individually, a "Company"), and Metalogic Inspection Services LLC (hereinafter "Consultanf'), whose
address is 1148 South Clarkston Sffeet Denver, Colorado 80210. Wittt respect to this Master Contract or any individual Contract (as
defined below) entered into as set forth herein, Company and Consultant are hereinafter collectively referred to as "Parties" and
individually as a "Parqy'," as the context may require. This Master Confact sets forth the general terms and conditions for each
individual Contract issued hereunder. Each individual Contract shall be evidenced by and include among other Confiact Documents
(as defined below), a specific Purchase Order issued by the applicable participating Affiliate. The following documents pertinent to
a given transaction shall, together, constitute a separate conract (*Contract") between the applicable Company and Consultant (i)
this Master Contract; (ii) the associated Purchase Orde(s) (but without regard to any standard, pre-printed terms and conditions
appended thereto); (iii) the Scope of Work; (iv) Company documents, Consultant documents or other documents (if any) that the
Parties explicitly agree in writing should form a part of the Contract and (v) any exhibits referenced in any of the foregoing
documents (collectively, the documents listed above in items (i) through (v) shall collectively constitute the "Contract Documents").
Each Company entity that issues a Purchase Order under this Master Contract is solely liable and responsible for the obligations of
"Company'' assumed with respect to the applicable Contact Documents, and no other Company entity shall have any liability or
responsibility for such obligations.
ARTICLE 1. DEFINTTIONS
As used in this Master Contract and any individual Contract entered into hereunder, the following terms have the
meanings set forth below. Unless another meaning is specifically required by another Contract Document, when the following
capitalized terms are used in any Contract Document such terms shall refer to the definitions set forth herein. All exhibits
listed in the Table of Contents shall form a part of this Master Contract whether or not referenced in the master terms and
conditions below.
Affiliates shall mean any entity: (i) of which Berkshire Hathaway Energy now or hereafter owns or controls at least fifty
percent (50%) or more of the ownership interest; (ii) over which Berkshire Hathaway Energy exercises management control;
or (iii) listed as an affiliated company on Exhibit E. Additional Affiliates may be added to or removed from Exhibit E at any
time upon Consultant's receipt of Notice from Company. Changes to Exhibit E are not required to be incorporated by a written
amendment to this Master Contract. When placing an initial order for Services, or in conjunction with an initial Purchase Order,
each Affiliate will execute and submit an Affiliate Participation Letter in the form of Exhibit F ("Participation Letter").
CIPS Covered Assets shall mean any assets identified by Company as "critical assets" or "critical cyber assets," as those terms
are defined in the North American Electric Reliability Corporation Glossary of Terms. To the extent the Services, or any part
thereoe to be performed by Consultant for Company or any of its Affiliates involves or requires access to CIPS Covered Assets,
Consultant shall adhere to the requirements, as applicable, set forth in Appendices I,II and III of Exhibit A.
Company shall mean, with respect to any Contract, the participating Affiliate issuing the applicable Purchase Order.
Critical Infrastructure Information or Protected Information shall mean information concerning CIPS Covered Assets that:
(i) relates to the production, generation or transmission of energy; (ii) could be useful to a person planning an attack on critical
infrastructure; and (iii) provides strategic information beyond the geographic location of the critical asset, and which is
Metalogic Inspection Services LLC 9JLNEl4 Berkshire Hathaway Energy Company Master Professional Services Contract- 4-2014 PageS of20
Contract No. 460000324 5
identified as Critical Infrastructure Information or Protected Information by Company.
Customized Software shall mean any Software developed by Consultant specifically for Company as part of the Services under
the Contract Documents.
Deliverables shall mean those items that are incidental to or otherwise delivered in connection with the performance of the
Services or the fulfillment of Consultant's obligations as provided in the Contract Documents, including without limitation, as
applicable, Software, work product, drawings, specifications, manuals, calculations, maps, sketches, designs, tracings, notes,
reports, data" models, samples, equipment and other materials.
tr'orce Majeure Event shall mean a delay caused by any national or general strikes (but excluding strikes relating solely to the
work force of Company, Consultant or a Subcontractor), fires, riots, acts of God, acts of the public enemy, floods, acts of
terrorism, unavoidable transportation accidents or embargoes, or other events: (i) which are not reasonably foreseeable as of
the date the Contract was executed; (ii) which are attributable to a cause beyond the control and without the fault or negligence
of the Party incurring such delay; and (iii) the effects of which cannot be avoided or mitigated by the Party claiming such Force
Majeure Event through the use of commercially reasonable efforts. The term Force Majeure Event does not include a delay
caused by seasonal weather conditions, general economic conditions, changes in the costs of goods, or other items sufficiently
in advance to ensure that the Services are timely completed in accordance with the Contract Documents.
Licensed Software shall mean any Software for which Company obtains a license from Consultant pursuant to the Contract
Documents, including future revisions, enhancements or upgrades to such Software as may be provided by Consultant to
Company or otherwise be made available from time to time.
Material Adverse Change shall mean, with respect to Consultant, if Consultant, in the reasonable opinion of Company, has
experienced a material adverse change in Consultant's financial condition or Consultant's ability to fulfill its obligations under
the Contract including, but not limited to, any such change that results in its inability to satisry ARTICLE 9, CREDIT
REQUIREMENTS or ARTICLE 10, SECURITY, including any event or circumstance that would give Company the right to
terminate for cause pursuant to ARTICLE 33, TERMINATION FOR CAUSE.
Net Replacement Costs shall mean the "cost to cover" remedy available to Company in the event of a default by Consultant under
the Contract. The Net Replacement Costs shall be calculated by: (i) subtracting the unpaid balance of the total price of the Services
to be performed under the Contract from the costs incurred by Company to obtain a replacement consultant to complete the Services
that Consultant was otherwise obligated to provide under the Contract (or the costs, intemal or third-party, incurred by Company to
complete such Services itselfl; and (ii) adding a sum for additional managerial, administrative, and other reasonable costs (internal
and third-party) Company incurs as a result of Consultant's default.
Notice shall mean a formal written communication which, pursuant to the Contrac! one Party must deliver to the other in order to
invoke a Contract right set forth herein.
Personnel shall mean the employees, representatives and agents of Consultant, its Subcontractors, and any independent
contractors who are employed or engaged to perform Services under the Contract Documents.
Purchase Order shall mean the document(s) containing the information set forth in ARTICLE 3, PURCHASE ORDERS,
which is used to engage Consultant to perform Services pursuant to the terms and conditions set forth in this Master Contract.
As used in the Scope of Work, the terms "Work Release" and "Release" shall have the same meaning as Purchase Order.
Scope of Work shall mean the requirements regarding the Services and Deliverables, as described in the exhibits forming a part of
the Contract Documents, and including any additional requirements that" while not specifically described in the exhibits, are
implied or reasonably required to complete the Services as so described.
Seruice(s) shall mean any labor, skill, advice or Deliverable provided to Company pursuant to the Contract Documents.
Software shall mean any software, whether in object code or source code form, including all accompanying documentation,
delivered by Consultant to Company under the Contract.
Subcontractor shall mean any entity or person (including subcontractors ofany tier, laborers and materials suppliers) having an
agreement with Consultant or any other Subcontractor to perform a portion of Consultant's obligations under the Contract
Documents.
Term shall mean the period commencing upon the full execution of the Contract and continuing thereafter until the date
specified in the Contract Documents, unless earlier terminated as provided herein.
Metalogic Inspection Services LLC 9JUNE l4 Berkshire Hathaway Energy Company Master Professional Services Contract - 4- 2014 Page 4 of 20
Contract No. 4600003245
Workers' Compensation Laws shall mean the statutory requirements of the state and/or federal regulations (e.g., FELA,
USL&H, Jones Act) where the Services are to be performed.
Work Site shall mean the location or locations where the Services are to be performed.
ARTICLE 2. DESCRIPTION OF WORK
Consultant shall perform the Services in accordance with the Contract Documents. Consultant shall be solely
responsible for the means, methods, and procedures of performing the Services, except as otherwise specifically provided in the
Contract Documents. Except as otherwise specifically provided in the Contract Documents, Consultant shall provide and obtain all
necessary licenses, permits, permissions, utilities and support services.
ARTICLE 3. PTJRCHASE ORDERS
Each Purchase Order will identify and/or describe: (i) the Services including any key Deliverables required by
Company; (ii) the Work Site; (iii) the completion date for the Services and any key Deliverables and any other schedule or
completion milestones; (iv) whether the performance of such Services will require access to CIPS Covered Asse6; (v) the
designated representatives for each Party with respect to the Contracq (vi) project-specific invoicing instructions; and (vii) any
other project-specific terms and conditions. These project-specific items may be stated in or attached to a Purchase Order, or
incorporated by reference. The terms and conditions of this Master Contract shall apply to each Purchase Order and shall form
a unique Contract, as supplemented by the project-specific terms and conditions of the other Contract Documents. The Contract
Documents shall, together, constitute the entire agreement between the applicable Company and the Consultant with respect to
any Services and Deliverables to be furnished under the Contract. A Purchase Order will be issued through the applicable
Company's procurement system and will reference this Master Contract and the applicable Afiiliate Participation Letter.
Within one (l) business day of receipt, Consultant shall acknowledge all Purchase Orders placed by Company and accept or
reject the Purchase Order as placed by Company. Any Purchase Order that is not rejected within one (l) business day ofreceipt
from Company will be deemed to have been accepted and deemed confirmed by Consultant. Company may also require that a
mutually executed document be used in lieu of, or in addition to, a Purchase Order. As used throughout this Master Contract,
the term "Purchase Order" shall be construed to include any such mutually executed document.
ARTICLE 4. PERIOD OF PERFORMANCE
Unless earlier terminated as provided herein, the terms and conditions of this Master Contract shall continue in effect,
for any Contract agreed to after the execution hereof and prior to August 31, 2017, until final satisfactory completion of all
Services thereunder, whether or not the Services are scheduled to be completed prior to the expiration of the foregoing date.
The expiration of the foregoing date shall not impact the Parties' respective rights or obligations with respect to any Services
authorized prior to expiration. Neither the completion of the Services nor any earlier termination of this Master Contract shall
impact any warranties, indemnities, insurance requirements, confidentiality obligations, termination obligations or other
obligations which by their own terms are intended to survive the completion of the Services, all of which shall continue in full
force and effect after the termination or expiration ofthe Contract.
The Contract Documents shall specifr a completion date for the Services and,/or Deliverables, and may also specifu critical
interim schedule milestones that must be met by Consultant. Consultant shall proceed in accordance with such schedule
requirements, and shall comply (as applicable) with the detailed schedule of Services and/or Deliverables included in (or
developed in accordance with) the Conffact Documents. Time and schedule requirements included within the Contract
Documents are of the essence. By entering a Contract, Consultant confirms that the time and schedule stipulated in the Contract
Documents is reasonable for performance of the Services. Unless Consultant's later performance is excused by the terms of the
Contract Documents, Company shall have all of the rights and remedies available at law and in equity with respect to late
performance. Consultant shall provide Notice to Company immediately once Consultant becomes aware that it will not be able
to complete the Services or fumish applicable Deliverables pursuant to the schedule stipulated by Contract Documents.
ARTICLE 5. CONSIDERATION AND PAYMENT
As full consideration for the satisfactory performance of Consultant's obligations under the Contract, Company will
pay Consultant in accordance with the agreed pricing terms included in the applicable Contract Documents. Company will pay
Consultant all undisputed amounts within thirty (30) days of receipt and approval of properly submitted invoice(s). Invoices
shall be submitted, and payments shall be made, on a monthly basis or as otherwise set forth in the Contract Documents. In the
absence of such payment schedules, invoices shall be submitted, and payments shall be made, for work satisfactorily completed
by Consultant during the invoicing period. Consultant shall submit with each invoice such detail of Services performed and other
supporting documents as required by Company to demonstrate completion of the invoiced Services.
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Contract No. 4600003245
All invoices shall include separate line item charges for each employee's name and skill classification responsible for Services
under said invoice, hours worked on the project (billable hours), hourly rate and a subtotal cost by skill classification.
Consultant shall not bill Company for a higher skill classification than is required for the Services. Consultant shall fumish
reasonable back-up detail and documentation as requested by Company supporting each invoice line item charge. In order to
comply with applicable regulatory requirements, Company may require cost and invoicing detail to be broken out in a specific
manner. Consultant shall comply with all such invoicing requirements, as indicated in the Contract Documents, or as otherwise
reasonably requested by Company.
All invoices shall reference the applicable Contract number. Consultant shall identifu and clearly set forth on the invoice any
discount for early payment. To the extent that Consultant must resubmit any invoice for failing to comply with the Company's
invoicing requirements, any offer of a discount for early payment shall remain valid until such time as Company has received a
proper invoice for payment. The total amount of consideration payable for the Services will be specified in the Contract
Documents.
It is understood and agreed that each Affiliate participating in this Master Contract is individually and solely responsible for the
payment and other obligations it assumes under any individual Contract. Neither Berkshire Hathaway Energy nor any other
Affiliate shall have any obligations or liabilities, contractually or otherwise, for the payment obligations incurred by any other
Affiliate(s) under a Contract issued under this Master Contract.
All invoices shall be addressed to the Affiliate that has entered a Confact at the address specified in the applicable Contract
Documents. Additional Affiliates, which may elect to participate in and under this Master Contract after the effective date hereof,
shall notifu Consultant of the proper billing address for forwarding Consultant invoices.
Company may offset any such payment to reflect amounts owing from Consultant to Company or its Affiliates pursuant to this
Master Contract or any other agreement between the Parties or otherwise. In addition, Company may withhold all payments
otherwise due Consultant until such time as Consultant has provided any Performance Security required by the Contract
Documents. If required by Company, the final payment shall not become due until Consultant has furnished Company a final
release from all claims and demands arising out the Services in a form acceptable to Company.
Upon request by Company, Consultant shall also provide interim lien and claim releases executed by Consultant, and interim and/or
final lien and claim releases executed by Subcontractors through the date ofeach invoice submitted.
For Services to be performed in Califomiq any lien and claim release provided by Consultant shall be in the form attached as
Exhibit G.
ARTICLE 6. TAXES
The consideration stated in the Contract Documents will include all taxes arising out of Consultant's performance
hereunder, including without limitation state and local sales and use taxes, federal taxes, value-added taxes, import and customs
duties, payroll taxes, income taxes and other taxes, fees and assessments relating to the performance of the Services. It is the
Consultant's responsibility to be familiar with all applicable taxes and to comply with all laws, ordinances, regulations and
other requirements related thereto. Consultant shall timely administer and pay all taxes and timely fumish to the appropriate
taxing authorities all required information and reports in connection with such taxes. To the extent that Company is defined to
be the final consumer with respect to any Contract (or portion thereof) under applicable state tax laws, Consultant shall state the
portion of the Contract price that is atfibutable to the resulting taxes in a separate, itemized and easily identifiable manner on the
Consultant invoice or application for payment. Consultant shall also provide to Company such additional information reasonably
requested by Company to confirm that the correct amount ofsuch sales and use taxes, and other applicable taxes, will be paid
in connection with the Contract.
ARTICLE 7. TRAVEL AND OTIIER EXPENSES
If required for the performance of the Services, and to the extent travel expenses are not otherwise included in the
consideration to be paid Consultant pursuant to the Contract Documents, Company pre-approved expenses for travel and other
expenses, including but not limited to Subcontractor expenses incurred by Consultant shall be reimbursed at Consultant's cost,
without mark-up or any other surcharge, to the extent that such expenses are supported by original receipts or invoices. Such
expenses will be invoiced as separate line items on any applicable invoice and shall include detailed supporting receipts that
validate and support such expenses.
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Contract No. 4600003245
ARTICLE 8. ACCOUNTING AND AUDITING
Consultant shall keep accurate, detailed and complete accounting records as may be necessary for substantiation of the
Contract requirements, and all charges incurred or billed. The method for maintaining documentation shall be satisfactory to
Company and in accordance with generally accepted accounting principles. Except as provided below, Company, or its audit
representatives, shall have the right at any reasonable time or times to examine, audit, and copy the records, vouchers, and other
source documents which relate to any claim for compensation. Such documents shall be available for examination, audit and
reproduction for three (3) years after the completion or termination of the applicable Contract. The provisions of this Article do
not apply to the substantiation of the pricing set forth in a fixed-price Contract; however, they do apply to termination charges,
change orders, escalation, claims, amendments or other charges under any such Contracts that are determined on a basis other than
fixed price.
Consultant shall assist Company with preparing necessary audit material and will allow Company to review any work papers
prepared by independent auditors as allowed by professional standards.
Audit findings by Company's representative will be considered to be final and conclusive for the period audited. Any over
collections shall be returned to Company within thirty (30) days from date ofNotice of overcharge.
ARTICLE 9. CREDITREOUIREMENTS
Consultant shall meet the requirements of either clause (i) or clause (ii) below: (i) Consultant maintains a senior
unsecured debt rating from Standard & Poor's of BBB- or better; or (ii) if Consultant does not maintain a satisfactory debt
rating, Consultant meets ALL of the following credit standards: a) tangible net worth ten (10) times the projected maximum
liability of Consultant under the applicable Contract; b) no change in the condition of its earnings, net worth, or working capital
over the last twenty-four (24) months, which would reasonably be anticipated to impair Consultant's ability to meet its
obligations under the applicable Contract; and c) Consultant is not in default under any ofits other agreements and is current on
all of its financial obligations.
If requested by Company, Consultant shall within thirty (30) days provide Company with copies of its most recent annual and
quarterly financial statements prepared in accordance with generally accepted accounting principles.
ARTICLE TO. SECURITY
In the event Consultant is unable to satisfu the credit requirements set forth in ARTICLE 9, CREDIT
REQUIREMENTS at any time during the performance of the Services, or if Consultant experiences a Material Adverse Change
at any time during such performance, then Consultant shall provide Company with security against defaults by Consultant under
the Contract in such form and amount as may be reasonably required by Company ("Performance Security"), and pursuant to
such additional agreements or instruments as may be reasonably required by Company, including but not limited to letters of
credit, parent or third-party guaranties, escrow accounts, or other forms of security satisfactory to Company. Company may at
any time, at its own discretion or pursuant to a request by Consultant, recalculate the amount of Performance Security required
pursuant to this Article, in which case Company shall increase or decrease the existing amount of Performance Security, as
appropriate. At no time shall the amount of Performance Security to which Company is entitled pursuant to this Article be less
than Company's Net Replacement Costs. In addition, notwithstanding Consultant's ability to satisfr ARTICLE 9, CREDIT
REQUIREMENTS, Company may require a specific form and amount of Performance Security with respect to any Contract
and the pricing for such Performance Security shall be included within the pricing specified in the Contract Documents.
The terms of any letter of credit required by Company shall conform to the attached Exhibit C, as well as the requirements of
the Contract and shall 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 Consultant defaults under the terms of the Contract. Company shall have the right to call
the entire amount of the letter of credit if Consultant has not renewed the letter of credit thirty (30) days prior to its expiration.
Consultant's expenses of complying with additional Performance Security obligations as set forth in this Article shall be borne
by Consultant.
ARTICLE 11. WITHHOLDING PAYMENT
Company may, without limiting any other rights or remedies Company may have, withhold from payment amounts
which reflect the reasonable cost to repair or replace non-conforming or defective Services or the value of any claim which
Company has against Consultant under the Contract. Company may also retain from payment sufficient funds to discharge any
delinquent accounts of Consultant for which liens on Company's properfy have been or may be filed, and Company may at any
time pay therefrom for Consultant's account such amounts as are, in the reasonable opinion of Company, due thereon, including
Metalogic Inspection Services LLC 9JUNEI4 Berkshire Hathaway Energy Company Master Professional Services Contract - 4- 2014 Page7 of20
Contract No. 460000324 5
any sums due under any federal or state law.
ARTICLE 12. DESIGNATED REPRESENTATTVES AND NOTICES
Prior to commencement of the Services, each Party shall designate a representative authorized to act on its behalf
shall advise the other Party in writing ofthe name, address, and telephone number ofsuch designated representative, and shall
inform the other Party of any subsequent change in such designation. All communications to Company and Consultant relating
to the Contract shall be communicated through such designated representatives.
Any Notice required to be delivered under the terms of this Master Contract shall be delivered to the representative of the other
ParO as designated below. ln addition to providing Notice to Berkshire Hathaway Energy, Consultant shall provide the
participating Affiliate about which the Notice pertains, a copy of the same addressed to the representative as set forth on
Exhibit E. Additional Affiliates, which may elect to participate in and under this Master Contract after the effective date hereof,
shall notifu Consultant of the proper representative and address for forwarding Notices required hereunder. All Notices shall
either be: (i) hand delivered; (ii) deposited in the mail, properly stamped with the required postage; (iii) sent via registered or
certified mail; or (iv) sent via recognized ovemight courier service. The Parties' addresses for purposes of Notice shall be as set forth
below and for Affiliates, as listed on Exhibit E:
Ifto Company:Ifto Consultant:
Metalogic Inspection Services LLCBerkshire Hathaway Energy Company
I 148 South Clarkston Street825 NE Multnomah, Suite 400
Denver, Colorado 80210Portland, Oreeon97232
Atfir: ContractsManager Attr: Ryan Brashier
Telephone: [phone] Telephone: [phone]
Either Party may change the name or address of the designated recipient of Notices by delivery of a Notice of such change as
provided for in this Article.
ARTICLE 13. EXAMINATION OF WORK AND PROGRESS REPORTS
Consultant shall submit periodic progress reports as requested by Company. Company, its agents or representatives
may visit Consultant's office at any reasonable time to determine the status of ongoing Services required by the Contract
Documents.
All Deliverables in progress will be subject to examination at any reasonable time or times by Company, which shall have the
right to reject unsatisfactory Services. Neither examination of any Deliverables nor the lack of same nor acceptance of the
Services by Company nor payment therefor shall relieve Consultant fiom any of its obligations under the Contract Documents.
ARTICLE 14. PROFESSIONAL RESPONSIBILITY
Consultant shall perform the Services in accordance with the Contract Documents and using the standards of care,
skill, and diligence normally provided by a professional in the performance of similar Services on behalf of customers in the
same industry or business as Company, and shall comply with all laws, codes and standards applicable to the Services.
In the event of Consultant's failure to do so, Consultant shall, upon Notice by Company, promptly reperform the Services and
correct the defect at Consultant's sole cost. Consultant's obligation to correct and reperform its Services shall be in addition to,
and not in lieu of, any other right that Company may have.
ARTICLE 15. CHANGES TO THE CONTRACT
Company may at any time in writing direct changes and/or additions within the general scope of the Contract, direct
the omission of or variation in Services, or alter the schedule. If any such direction results in a material change in the amount or
character of the Services, an equitable adjustment in the price and/or other such provisions of the Contract Documents as may
be affected shall be made and the Contract and/or any relevant Contract Documents shall be modified in writing accordingly.
Any claim by Consultant for an adjustment under this Article shall be processed in accordance with the provisions of ARTICLE
30, CLAIMNOTICE AND RESOLUTION PROCEDURE.
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No change shall be binding upon Company until a change order is executed by an authorized representative of Company which
expressly states that it constitutes a change order to the Contract TIIE ISSUANCE oF INFoRMATION, ApvtcE, AppRovALs, oR
INSTRUCTIONS BY ANYONE OTTMR THAN TFIE AUTHORZED COMPANY REPRESENTATIVE SHALL NOT CONSTITUTE AN AUTHORZED
CHANGE ORDER PURSUANT TO THIS ARTICLE.
Any changes in Services shall apply only to the specific Contract pursuant to which the Services are being performed. No
changes to the terms of this Master Contract shall be binding on Berkshire Hathaway Energy or any other Affiliate unless
agreed to in writing by an authorized representative of Berkshire Hathaway Energy, which writing expressly states that it is an
amendment to this Master Contract.
ARTICLE 16. INSURANCE
Without limiting any liabilities or any other obligations of Consultang Consultant shall, prior to commencing Services,
secure at its own expense and continuously maintain with insurance companies in good standing, acceptable to Berkshire
Hathaway Energy and having an A.M. Best Insurance Reports rating of A-:VII or better such insurance as will protect Consultant
from liability and claims for injuries and damages which may arise out of or result from Consultant's performance and operations
under the Contract and for which Consultant may be legally liable, whether such performance and operations are by Consultant or
a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be
liable. Consultant shall insure the risks associated with the Services and the Contract with minimum coverage and limits as set
forth below:
Workers' Comoensation. Consultant shall comply with all applicable workers' compensation laws and shall furnish proof
thereof satisfactory to Company prior to commencing Services. If Services are to be performed in Washington or
Wyoming, Consultant will participate in the appropriate state fund(s) to cover all eligible employees and provide a stop
gap (employer's liability) endorsement. Coverage should also provide applicable federal regulations (including, without
limitation, FELA, USL&H and the Jones Act).
Emplovers' Liabilitv. Consultant shall maintain employers' liability insurance with a minimum single limit of $500,000
each acciden! $500,000 disease each employee, and $500,000 disease policy limit.
Commercial General Liability. Consultant shall maintain commercial general liability insurance on the most recently
approved ISO policy form, or its equivalent, written on an occunence basis, with limits not less than $1,000,000 per
occurrence/$2,000,000 general aggregate (on a per location and/or per job basis) and shall include the following
coverage:
Premises and operations coverage
Independent contraetor's coverage
Contractual liability
Products and completed operations coverage
Broad form property damage liability
Personal and advertising injury liability, with the contractual exclusion removed
Sudden and accidental pollution liability, as applicable
Business Automobile Liabilitv. Consultant shall maintain business automobile liability insurance on the most recently
approved ISO policy fornr, or its equivalent, with a minimum single limit of $1,000,000 each accident for bodily injury and
property damage including sudden and accidental pollution liability, with respect to Consultant's vehicles whether owned,
hired or non-owned, assigned to or used in the performance ofthe Services.
Professional Liability. Consultant shall maintain professional liability insurance covering damages arising out of
negligent acts, errors, or omissions committed by Consultant in the performance of this Contract, with a liability limit
of not less than $1,000,000 each claim. Consultant shall maintain this policy for a minimum of two (2) years after
completion of the Services or shall arange for a two (2) year extended discovery (tail) provision if the policy is not
renewed. The intent of this policy is to provide coverage for claims arising out of the performance of Services under
the Master Contract and caused by any error, omission for which the Consultant is held liable.
Umbrella or Excess Liabilitv. Consultant shall maintain umbrella or excess liability insurance with a minimum limit of
$5,000,000 each occurrencelaggregate where applicable on a following form basis to be excess of the insurance
coverage and limits required in employers' liability insurance, commercial general liability insurance and business
automobile liability insurance above. Consultant shall provide Notice to Company, if at any time the full umbrella
limit required under the Contract is not available, and will purchase additional limits, if requested by Company.
a.
b.
c.
d.
e.
f.
ob.
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Berkshire Hathaway Energy and its Affiliates do not represent that the insurance coverage specified herein (whether in scope of
coverage or amounts of coverage) are adequate to protect the obligations of Consultant, and Consultant shall be solely
responsible for any deficiencies thereof.
Except for workers' compensation and professional liability insurance, the policies required herein shall include provisions or
endorsements naming Berkshire Hathaway Energy, its Affiliates, divisions, subsidiary companies, co-lessees, co-venturers,
joint owners and the officers, directors, agents, employees, servants and insurers of the same as additional insureds. In the event
additional Affiliates elect to participate in and under this Master Contract after the effective date hereol Consultant shall
provide Berkshire Hathaway Energy and all its participating Affiliates updated certificates of insurance evidencing that it has
included such newly participating Affiliates as additional insureds in each of the Consultant's insurance policies. The additional
insured endorsement shall be ISO Form CG 20 I 0 and ISO Form CG 20 37 , or their equivalents.
To the extent ofConsultant's negligent acts or omissions, all policies required by the Contract shall include: (i) provisions that
such insurance is primary insurance with respect to the interests of Berkshire Hathaway Energy and its Affiliates and that any
other insurance maintained by Berkshire Hathaway Energy and its Affiliates is excess and not contributory insurance with the
insurance required hereunder; and (ii) provisions that the policy contain a cross liability or severability of interest clause or
endorsement in the commercial general liability and automobile liability coverage. Consultant shall provide Notice to Berkshire
Hathaway Energy and all its participating Affiliates immediately upon receipt of notice of any policy cancellation or reduction
of policy limits for any reason and shall provide proof of full replacement coverage prior to the effective date of cancellation.
Unless prohibited by applicable law, all required insurance policies (except professional liability) shall contain provisions that
the insurer will have no right of recovery or subrogation against Berkshire Hathaway Energy, its parent, divisions, Affiliates,
subsidiary companies, co-lessees, or co-venturers,joint owners, agents, directors, officers, employees, servants, and insurers, it
being the intention ofthe Parties that the insurance as effected shall protect all ofthe above-referenced entities.
A certificate of insurance shall be furnished to Berkshire Hathaway Energy and all participating Affiliates confirming the
issuance of such insurance prior to commencement of any Services by Consultant. Should a loss arise during the Term of the
Contract that may give rise to a claim against Consultant and/or Berkshire Hathaway Energy or its Affiliates as additional
insureds, Consultant shall deliver to Berkshire Hathaway Energy and its participating Affiliates (or cause to be delivered to
Company) certified copies of such insurance policies.
Consultant shall require Subcontractors who perform Services at the Work Site to carry liability insurance (auto, commercial
general liability and excess) and workers' compensation/employer's liability insurance conmensurate with their respective
scopes of work. Consultant shall remain responsible for any claims, lawsuits, losses and expenses (including defense costs) that
exceed any of its Subcontractors' insurance limits and for uninsured claims or losses.
ARTICLE 17. INDEMNIFICATION
Consultant specifically and expressly agrees to indemnify, defend, and hold harmless Company, Berkshire Hathaway
Energy, and all its Affiliates, and their respective officers, directors, employees, joint owners and agents (hereinafter
collectively "Indemnitees") against and from any and all claims, demands, suits, losses, costs and damages of every kind and
description, including attorneys' fees and/or litigation expenses, brought or made against or incurred by any ofthe Indemnitees
resulting from or arising out ofthe acts, errors or omissions ofConsultant, its employees, agents, representatives or Personnel of
any tier, their employees, agents or representatives in the performance or nonperformance ofConsultant's obligations under the
Contract or in any way related to the Contract. The indemnity obligations under this Article shall include without limitation:
a. Loss of or damage to any property of Company, Consultant or any third party;
b. Bodily injury to, or death of any person(s), including without limitation employees of Company, or of Consultant or its
Personnel ofany tier; and
c. Claims arising out of or related to workers' compensation, unemployment compensation, or similar such laws or
obligations applicable to employees of Consultant or its Personnel of any tier.
If any claim, legal action or suit arising from the Services is instituted by any person or entity against an lndemnitee as a result of an
action for which Consultant has agreed to indemnify Company under this Article, then Consultant will assume the defense of that
claim, legal action or suig upon being notified to do so by Company and will pay any judgment or settlement rendered in such action
or suit. It is understood and agreed by Consultant that if an lndemnitee is named a defendant in any such claim, legal action or suit
and Consultant fails or neglects to assume the defense thereof after having been notified to do so, Company may compromise and
settle or defend the clainl legal action or suit and Consultant is bound to reimburse Company for the amount expended by Company
in paying any judgment or settlement together with all reasonable attomeys' fees and court costs, incurred by Company by reason
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of its defense or settlement of such legal action or suit. Any judgment or amount expended by Company in compromising or settling
such legal action or suit shall be conclusive as determining the amount for which Consultant is liable to reimburse Company.
Consultant's indemnity obligations under this Article shall not exend to any liability caused by the negligence of any of the
Indemnitees. In claims, legal actions or suits against any of the Indemnitees by or on behalf of an employee, agent or representative
of Consultant or an employee, agent or representative of any Subcontractor, Consultant's indemnification obligations under this
Article shall not be limited by a limitation on amount or types of damages, compensation or benefits payable by Consultant or a
Subcontractor under workers' compensation acts, disability acts or other employee benefit acts. Without limiting the foregoing, and
to the extent applicable, Consultant specifically and expressly waives any immunity under Industrial lnsurance, Title 5 1, RCW,
and Workers' Compensation Law, Chapter 656, ORS, and acknowledges that this waiver was mutually negotiated by the
Parties herein.
Consultant's indemnity obligations owing to Indemnitees under this Article are not limited by any applicable insurance coverage
identified in ARTICLE 16, INSURANCE.
The invalidity, in whole or in part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any
other paragraphs in this Article.
ARTICLE 18. CHANGES INPERSONNEL
Prior to: (i) changing or replacing any "key" Personnel, as identified in the Scope of Wor[ or (ii) changing any
classification, grade or rate of any Personnel performing Services under the Contract, Consultant shall provide Notice to
Company of the proposed replacement/change before executing such replacement/change, and obtain Company's prior written
approval for such replacement/change. Any replacement Personnel shall have the experience and capabilities equivalent to or
better than the person replaced. If Consultant replaces or changes the classification, grade or rate of any person for
performance of the Services described in the Contract Documents, without the express approval of the Company, then
Consultant shall bear all costs associated with any and all such replacements and changes, and said costs shall not be
reimbursable by Company.
ARTICLE 19. CONSULTANT,S PERSONNEL: DRUGS" ALCOHOL AND FIREARMS
Consultant shall employ in the performance of the Services only persons qualified for the same. Consultant shall at all
times enforce strict discipline and good order among its employees and all Personnel of any tier. Consultant shall not permit or
allow the introduction or use of any firearms, illegal drugs or intoxicating liquor upon the Work Site under the Contract, or
upon any of the grounds occupied, controlled, or used by Consultant in the performance of the Services. Consultant shall
immediately remove from the performance of Services, whenever requested by Company, any person considered by Company
to be incompetent, insubordinate, careless, disorderly, in violation of the above restriction on firearms, illegal drugs or
intoxicating liquor, or under the influence ofillegal drugs or intoxicating liquor, and such person shall not again be employed in
the performance of the Services herein without the prior written consent of Company.
ARTICLE 20. FOREIGN CORPORATIONS
If Consultant is a corporation organized under laws of a state other than those of the applicable Work Site, Consultant shall
fumish Company with a certified copy of its permit to transact business in such state prior to commencing Services under the
Contract.
ARTICLE 21. SUBSTANCE ABUSE: DRUG AND ALCOHOL POLICY
Consultant shall have in place and ensure compliance with a substance abuse/drug and alcohol policy that complies
with all applicable federal, state and/or local statutes and regulations. Consultant represents and warrants that Consultant and all
Personnel engaged in performing Services hereunder are in compliance with Consultant's substance abuse/drug and alcohol
policy. During the term of the Contract, Consultant shall keep accurate and detailed documentation of its drug policy and all
Personnel drug tests, which it shall submit to Company upon request. Consultant shall designate one person to be responsible
for compliance with the requirements of this Article and all reporting and inquiries shall be made to a duly authorized
representative of Company in a timely manner.
ARTICLE 22. DEPARTMENT OF TRANSPORTATION
Consultant shall ensure Department of Transportation compliance, including but not limited to valid driver's license,
equipment inspections, hours of service and all appropriate documentation for any Personnel who may drive while performing
Services under the Contract.
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ARTICLE 23. BUSINESS ETHICS
Consultant, its employees, ofFrcers, agents, representatives and Subcontractors shall at all times maintain the highest
ethical standards and avoid conflicts of interest in the performance of Consultant's obligations under the Contract. In
conjunction with its performance of the Services, Consultant and its employees, officers, agents and representatives shall
comply with, and cause its Subcontractors and their respective employees, officers, agents and representatives to comply with,
all applicable laws, statutes, regulations and other requirements prohibiting bribery, corruption, kick-backs or similar unethical
practices including, without limitation, the United States Foreign Comrpt Practices Act, the United Kingdom Bribery Act 2010,
and the Company Code of Business Conduct. Without limiting the generality of the foregoing, Consultant specifically
represents and warrants that neither Consultant nor any Subcontractor employees, officers, representatives or other agents of
Consultant have made or will make any payment, or have given or will give anything of value, in either case to any govemment
official (including any officer or employee of any governmental authority) to influence his, her, or its decision or to gain any
other advantage for Company or Consultant in connection with the Services to be performed hereunder. Consultant shall
maintain and cause to be maintained effective accounting procedures and intemal controls necessary to record all expenditures
in connection with the Contract and to verifi Consultant's compliance with this Article. Company shall be permitted to audit
such records as reasonably necessary to confirm Consultant's compliance with this Article. Consultant shall immediately
provide Notice to Company of any facts, circumstances or allegations that constitute or might constitute a breach of this Article
and shall cooperate with Company's subsequent investigation of such matters. Consultant shall indemnify, defend and hold
Company harmless from all fines, penalties, expenses or other losses sustained by Company as a result of Consultant's breach
of this Article. The Parties specifically acknowledge that Consultant's failure to comply with the requirements of this Article
shall constitute a condition of default under the Contract.
ARTICLE 24. REVIEW OF DELIVERABLES
Review by Company of any Deliverables submitted by Consultant shall not relieve Consultant of its responsibility to
comply with all requirements of the Contract Documents. Notwithstanding any such review by Company, Consultant shall
remain responsible for the accuracy of the Deliverables and for ensuring that any other materials fabricated from such
Deliverables conform to the Contract Documents.
ARTICLE 25. SAFETY AND SITE REGULATIONS: PROTECTION OF PRE.EXISTING FACILITIES: CLEANT]P
Consultant shall be solely responsible for being aware of and initiating, maintaining and supervising compliance with
all safety laws, regulations, precautions, and programs in connection with the performance of the Contract Consultant shall
also make itself aware of and adhere to all applicable Company Work Site regulations including, without limitation,
environmental protection, loss control, dust control, safety, and security.
Consultant and its Personnel of any tier shall maintain accurate and current safety records consistent with industry practice
during the performance of Services under the Contract. Further, Consultant and its Personnel of any tier shall immediately, and
in no event more than twenty-four (24) hours, provide Notice to Company of all cases of death or injury to Consultant or
Personnel or any other third parties during or related to the performance of Services under the Contract. Consultant shall
provide Notice to the Company, which notification shall include, but is not limited to, notice of all vehicle accidents, electrical
contacts, electrical flashes, and OSHA recordable incidents. Within forfy-eight (48) hours of any safety incident reported to
Company, Consultant shall provide Company with a preliminary accident investigation report detailing the facts of the incident,
any known root cause, and action steps being taken by Consultant to funher investigate the incident and mitigate future
occurTences.
Consultant shall immediately notifu, and in no event more than twenty-four (24) hours, Company and provide a copy of any
safety citation issued by any governmental authority.
Consultant shall protect existing equipment and facilities, and avoid interference with Company's operations.
Consultant shall not remove or alter any part of the existing structures, equipment or facilities without the prior knowledge and
consent ofCompany.
Consultant shall keep the Work Site, including storage areas used by it, free from accumulation of waste materials or rubbish
arising out of the Services, and prior to completion of the Services, shall remove and properly dispose of any such rubbish from
and about the Work Site, as well as remove all tools and equipment not property of Company. Upon completion of the
Services, Consultant shall leave the Work Site in a condition satisfactory to Company. In the event of Consultant's failure
within a reasonable time to comply with any of the foregoing, Company may, after written Notice to Consultant of such failure,
perform the cleanup and removal at the expense ofConsultant.
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ARTICLE 26. PROGRESS MEETINGS
Company will conduct weekly, or at other regular intervals as agreed by both Parties, meetings with Consultant, and
Consultant shall participate in the same, to discuss the performance of the Services.
ARTICLE 27. COOPERATION WITII OTHERS
Consultant shall fully cooperate and coordinate with Company employees and other confractors who may be awarded
other work. Consultant shall not commit or permit any act which will interfere with the performance of work by Company
employees or other contractors.
ARTICLE 2E. LIENS
Consultant shall: (i) indemnify, defend, and hold harmless Company from all laborers,' materialmen's and mechanics'
liens or other claims made or filed against Company or upon the Work Site or other Company property on account of any
Services performed or Deliverables furnished by Subcontractors of any tier in connection with the Services; and (ii) keep the
Work Site and said property free and clear of all liens or claims arising from the performance of any Services covered by the
Contract by Consultant or its Subcontractors ofany tier.
If any lien arising out of the Confiact is filed before or after Services is completed, Consultant, within ten (10) days after receiving
from Company Notice of such lien, shall obtain release of or otherwise satis! such lien. If Consultant fails to do so within such
period oftime, Company may take such steps and make such expenditures as in its discretion it deems advisable to obtain release of
or otherwise satisry any such lien or liens, and Consultant shall upon demand reimburse Company for all costs incurred and
expenditures made by Company in obtaining such release or satisfaction. If any non-payment claim is made directly against
Company arising out of non-payment to any Subcontractor (including any liens or claims based on the failure or alleged failure to
maintain a payment bond), Consultant shall assume the defense of such claim within ten ( I 0) days after receiving Notice of such
claim from Company. If Consultant fails to do so, Consultant shall upon demand reimburse Company for all costs incurred and
expenditwes made by Company to satisfu such claim.
Consultant's obligation to indemnifu, defend and hold harmless Company from liens and claims shall not in any way be rendered
unenforceable, or altered, amended, eliminated or otherwise conditioned by any laws and regulations related to processing such
liens. Company shall have no obligation to deliver a copy of any notice of claim or right to a lien to Consultant or any otler person
or entity.
ARTICLE 29. CONFLICTS. ERRORS. OMISSIONS. OR DISCREPANCIES IN CONTRACT DOCUMENTS
Consultant shall advise Company in writing of all conflicts, errors, omissions, or discrepancies among the various
Contract Documents immediately upon discovery and prior to Consultant's performing the affected Services. If Consultant
performs any Services knowing it involves a recognized error, inconsistency or omission in the Contract Documents without
such notice to Company, Consultant shall be responsible for all necessary corrective work and shall bear all costs for correction.
Anything mentioned in the Scope of Work and not shown on the drawings, or shown on the drawings and not mentioned in the
Scope of Work, shall be considered as if shown or mentioned in both.
ARTICLE 30. CLAIM NOTICE AND RESOLUTION PROCEDT]RE
In the event Consultant has a claim or request for a time extension, additional compensation, any other adjustment of
the Contract terms, or any dispute arising under the Contract (hereinafter "Claim"), Consultant shall provide Company with
Notice of such Claim within five (5) business days following the occurrence of the event giving rise to the Claim. Consultant's
failure to give Notice as required will constitute a waiver of all of Consultant's rights with respect to the Claim.
As soon as practicable after Claim notification, Consultant shall submit the Claim to Company with all supporting information
and documentation. Consultant shall also respond promptly to all Company inquiries about the Claim and its basis.
Any Claim that is not disposed of by mutual agreement between the Parties shall be decided by Company, which shall provide
a written decision to Consultant. Such decision shall be final unless Consultant, within thirty (30) days after such receipt of
Company's decision, provides to Company a written protest, stating clearly and in detail the basis thereof. Consultant's failure
to protest Company's decision within that time period shall constitute a waiver by Consultant of its right to dispute the decision.
Even if a Claim arises, Consultant shall continue its performance of the Services under the terms of the Contract.
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ARTICLE3l. SUSPENSION OF WORK
Company may, by Notice, direct Consultant to suspend performance of any or all of the Services under the Contract
for a specified period of time. Upon receipt of such Notice to suspend the Services, Consultant shall: (i) discontinue Services;
(ii) place no further orders or subcontracts; (iii) suspend all orders and subcontracts; (iv) protect and maintain the Deliverables;
and (v) otherwise mitigate Company's costs and liabilities for those portions of the Services so suspended. Company shall pay
Consultant an equitable amount for incremental costs incurred by Consultant as a result of the suspension; provided, however, that
if the suspension is due to Consultant's failure to comply with the Contrac! no such payment shall be made. Upon any
reinstatement of the Services by Company, the time for completion of the Services will be extended for a period equal to the time
lost by reason ofthe suspension.
ARTICLE 32. TERMINATION FOR CONVENIENCE
Company may terminate the Contract in whole or in part at any time without cause prior to its completion by sending
to Consultant Notice of such termination. Upon such termination, Company shall pay to Consultant, in full satisfaction and
discharge of all liabilities and obligations owed Consultant, for all Services satisfactorily performed by Consultant as of the date
of termination. Company shall not be liable to Consultant or any of its Subcontractors for anticipated profits or overhead based
upon Services not yet performed as of the date of termination.
ARTICLE 33. TERMINATION FOR CAUSE
1. For purposes of the Contract, a default by Consultant shall be the occurrence of any of the following:
a. A breach by Consultant of any of its material obligations under the Contract, if such breach continues uncured for a
period of seven (7) days after receipt of Notice from Company, unless Company agrees, in writing, to grant Consultant
an extension of such seven (7) day period for a period of time to be determined at Company's sole discretion. In such
circumstance, Company shall prescribe the new cure period in writing. For purposes of the Contract a default by
Consultant shall be deemed to include, without limitation, Consultant's refusal or neglect to supply sufficient and
properly skilled Personnel, materials or Deliverables of the proper quality or quantity, or equipment necessary to
perform the Services described in the Contract properly, or Consultant's failure in any respect to prosecute the Services
described in the Contract or any part thereof with promptness, diligence and in accordance with all of the material
provisions hereof;
b. Consultant fails in any material respect to comply with any laws, ordinances or regulations pertaining to safety or
environmental compliance;
c. A determination that any representation, statement or warranty made by Consultant in the Contract Documents or any
other statement, report or document which Consultant is required to furnish to Company, was false or misleading in any
material respect;
d. The occurrence ofany ofthe following: (i) the filing by or against Consultant ofa proceeding under any bankruptcy or
similar law, unless such proceeding is dismissed within thirty (30) days from the date of filing; (ii) the making by
Consultant ofany assignment for the benefit of creditors; (iii) the filing by or against Consultant for a proceeding for
dissolution or liquidation, unless such proceeding is dismissed within thirty (30) days from the date of filing; (iv) the
appointment of or the application for the appointment of a receiver, trustee or custodian for any material part of
Consultant's assets unless such appointment is revoked or dismissed within thirty (30) days from the date thereof; (v)
the attempt by Consultant to make any adjustment, settlement or extension of its debts with its creditors generally; (vi)
the insolvency of Consultant; or (vii) the filing or recording of a notice of lien or the issuance or the obtaining of a levy
ofexecution upon or against a material portion ofConsultant's assets, unless such lien or levy ofexecution is dissolved
within thirty (30) days from the date thereof; or
e. A Material Adverse Change has occurred with respect to Consultant and Consultant fails to provide such performance
assurances as are reasonably requested by Company, including without limitation the posting and maintaining of
Performance Security pursuant to ARTICLE 10, SECURITY.
2. Upon the occurrence of any such default, following the applicable process described in this Article, Company shall be
entitled, upon Notice to Consultant, without any further waiting period and without Notice to Consultant's sureties, and
without limiting any of Company's other rights or remedies, to terminate the Contract or to terminate Consultant's right to
proceed with that portion of the Services affected by any such default and collect the Net Replacement Costs incurred to
complete the Services.
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3. Upon the occurrence of any such default, Company shall be entitled to seek performance by any guarantor of Consultant's
obligations hereunder or draw upon any Performance Security provided for in the Contract.
4. Upon the occurrence of any such default, Company shall be entitled to pursue any and all other rights and remedies that it
may have against Consultant under the Contract or at law or in equity.
5. In the event of such termination, Company may, for the purpose of completing the Services or enforcing these provisions,
take possession of all completed and in-process Deliverables and may use them or may finish the Services by whatever
method it may deem expedient including: (i) Company may hire a replacement consultant(s) to complete the remaining
Services that Consultant was otherwise obligated to complete under the Contract using such form of agreement as
Company may deem advisable; or (ii) Company may itself provide any labor, materials, equipment, Deliverables and
services neaessary to complete the Services.
6. All rights and remedies provided in this Article are cumulative, and are not exclusive of any other rights or remedies that
may be available, whether provided by law, equity, statute, in any other agreement between the Parties or otherwise. Upon
the occurrence of any such default, following the applicable process described in this Article, Company shall be entitled to
pursue any and all other rights and remedies, including without limitation damages, that Company may have against
Consultant under the Contract or at law or in equity.
ARTICLE 34. DELAYS
Force Maieure. Neither Party shall be liable for delays caused by a Force Majeure Event; prov!!g9!, however, that both Parties
agree to seek to mitigate the potential impact of any such delay. Any delay attributable to a Force Majeure Event shall not be
the basis for a request for additional compensation. In 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 Majeure Event.
Comnanv-Caused Delav. If Consultant is actually delayed in its performance of the Services by the actions or omissions of
Company (excluding Company's good faith exercise of rights and remedies provided under the Contract), or by changes
ordered with respect to the Services, and if Consultant is able to prove that it has used all reasonable means to avoid or
minimize the effects of the delay, then, as Consultant's sole remedy, Consultant's guaranteed completion dates shall be
equitably adjusted to reflect the impacts of such Company-caused delays. Company may, at its discretion, in lieu of granting an
extension of time, require Consultant to regain the schedule whereby Company shall compensate Consultant for all additional
costs reasonably incurred thereby. No adjustment under this Article shall be made for any delay to the extent that it is caused or
contributed to by Consultant or performance would have otherwise been delayed by any other cause, including the fault or
negligence of Consultant.
Consultant-Caused Delay. Any Services not performed or Deliverables that are not delivered in accordance with and within the
time specified in the Contract Documents may constitute a default to the extent set forth in the terms and conditions of the
Contract and only to the extent that the delay is in no way related to either a Force Majeure Event or Company-caused delay.
Request For Time Extension. Any request for time extension or additional compensation shall be made in accordance with
ARTICLE 30, CLAIM NOTICE AND RESOLUTION PROCEDURE.
ARTICLE 35. COMPLIANCE WITH LAWS
Consultant shall at all times comply with all laws, statutes, regulations, rules, executive orders, ordinances, codes, and
standards applicable to Consultant's performance of the Work including, without limitation, those governing health and safety,
wages, hours, employment of minors, desegregation and employment discrimination, as each may be applicable to the Work
performed hereunder, and based on total anticipated dollar value of this Contract. Consultant further confirms that its employees
and the employees of all Subcontractors employed under the Contract may legally work in the United States.
Without limiting the generality of the foregoing, Consultant and any Subcontractors shall abide by the requirements of4l CFR gg60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified
individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination
against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require
that covered prime contractors and subcontractors take affirmative action to employ and advance in employment
individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. Consultant
and any Subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to develop and
maintain a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of
disadvantaged business enterprises) and the Small Business Act.
Metalogic Inspection Services LLC 9JtlNEl4 Be*shire Hathaway Energy Company Master Professional Services Contract - 4- 2014 Page l5 of20
contract No. 4600003245
Consultant shall indemnifi, defend and hold harmless Berkshire Hathaway Energy, Company, its directors, officers, employees and
agents from all losses, costs and damages by reason of any violation thereof and from any liability, including without limitation
fines, penalties and other costs arising out of Consultant's failure to so comply.
ARTICLE 36. FEDERAL SECI.JRITY REGISTRY
Consultant warrants that neither Consultant nor any of its Personnel are on the United States federal government's list
of suspected terrorists or suspected terrorist organizations.
ARTICLE 37. INDEPENDENT CONTRACTOR
' Consultant shall perform the Services as an independent contractor, at its sole risk, and shall be solely responsible for
the direction and control of all Personnel. Consultant is to determine the manner and method by which the Services shall be
performed by it to conform to the Contract Documents. Company's general rights to inspect the Deliverables and enforce the
Contract shall not make, or be construed to make, such Personnel the agents or employees ofCompany.
ARTICLE 38. RELEASE OF INFORMATION - ADVERTISING AND PROMOTION
Consultant shall not publish, release, disclose or announce to any member of the public, press, official body or any
other third party any information conceming the Contract and/or the Services, or any part thereof, except as required by law.
Neither the names of Company, nor the Work Site shall be used in any advertising or other promotional context by Consultant.
ARTICLE 39. CONFIDENTIAL INFORMATION: NONDISCLOSLIRE
Definition of Confidential Information. The term "Confidential Information" means: (i) proprietary information of Company;(ii) information marked or designated by Company as confidential; (iii) Critical Infrastructure Information and Protected
Information of Company; (iv) information, whether or not in written form and whether or not designated as confidential, which
is known to Consultant as being treated by Company as confidential; (v) information provided to Company by third parties
which Company is obligated to keep confidential (including but not limited to Consultant's information relating to an identified
or identifiable natural person, whether or not such information is publicly available); and (vi) information developed by
Consultant in connection with the performance of the Contract.
Nondisclosure. Consultant agrees that it will not disclose Confidential Information, directly or indirectly, under any
circumstances or by any means, to any third person without the express prior written consent of Company.
Nonuse. Consultant further agrees that it will not use Confidential Information except as may be necessary to perform the
Services called for by the Contract.
Protection. Confidential Information will be made available by Consultant to its employees only on a "need to know" basis and
only after notifying such employees of the confidential nature of the information and after having obligated them to the nonuse
and nondisclosure obligations ofthe Contract. Consultant agrees to take all reasonable precautions to protect the confidentiality
of Confidential Information and, upon request by Company, to return to Company any documents which contain or reflect such
Confi dential Information.
Unless waived in writing by Company, Consultant shall require all Personnel of any tier, to adhere to these confidential
information and nondisclosure terms.
ARTICLE 40. OWNERSHIP OF DESIGNS. DRAWINGS. AND WORK PRODUCT (OTHER THAN SOFTWARE)
Except to the extent consisting of Consultant's Pre-Existing Property (as defined below), the Deliverables (excluding
Software) prepared or developed hereunder, or other documents or information provided to Company, by Consultant or its
employees or agents, or Subcontractors or their employees or agents, shall become the physical property of Company when
prepared and, to the extent subject to protection under copyright laws, shall constitute "work made for hire" and shall become
the intellectual property of Company, without regard to any markings that may denote a confidential or proprietary interest of
Consultant in the said items. To the extent the Deliverables (excluding Software) incorporate pre-existing intellectual property
of Consultant or of any third party ("Pre-Existing Property"), Consultant hereby grants Company a perpetual, fully paid,
transferable right to use, copy and modi$ such Pre-Existing Property for the purpose of Company's operation, administration,
maintenance, modification, improvement and replacement of the Company's assets the fullest extent necessary to accomplish
those purposes. Such license includes the right of Company to share Pre-Existing Property with Company's contractors, agent,
officers, directors, employees, joint owners, afiiliates and consultants for the foregoing purpose, without regard to any
markings that may denote a confidential or proprietary interest in the said items. Consultant hereby represents, warrants and
covenants that it holds all requisite rights and third party consents necessary to grant the foregoing license without infringing
Metalogic Inspection Services LLC 9JUNEl4 Berkshire Hathaway Energy Company Master Professional Services Contract- 4-2014 Page l6 of20
Contract No. 4600003245
the rights of any third party.
Consultant shall deliver all Deliverables, together with any documents or information furnished to Consultant and its employees
or agents by Company hereunder, upon Company's request and, in any event, upon termination or final acceptance of the
Services.
ARTICLE 41. CUSTOMIZED SOFTWARE AND LICENSED SOI"TWARE
Unless the Contract Documents provide otherwise, all Customized Software, if any, provided by Consultant to
Company under a Contract shall be provided to Company in the form of source code on a "work for hire" basis and shall
become the sole and exclusive intellectual properfy of Company when prepared by Consultant or its employees or agents, or
Subcontractors or their employees or agents.
In the event Consultant provides Company with Licensed Software, and the Company and Consultant do not enter into a stand-
alone software license agreement with regard to the same, the following provisions shall apply:
As between Company and Consultant, except with respect to the license granted with respect to the Licensed Software, all
right, title and interest in and to the Licensed Software provided by Consultant to Company are owned and retained by
Consultant.
Except to the extent that the Contract Documents provide otherwise, Consultant hereby grants Company a perpetual, fully paid,
non-exclusive, irrevocable, transferrable license to install, load, use, copy, modi$ (in machine readable object code form) and
transmit the Licensed Software as Company deems necessary for its internal business purposes; provided that the number of
copies ofthe Licensed Software in use by Company shall not exceed the number oflicenses purchased by Company pursuant to
the applicable Contract Documents. Company may make the Licensed Software available to Company's employees,
contractors, affiliates, subsidiaries, direct/indirect parents and successor organizations only as required to perform services for
Company. Each perpetual license granted by Consultant to Company shall survive the expiration of this Master Contract and
the completion of the Services, and the Parties respective rights and obligations with respect thereto shall remain subject to the
applicable terms of the Conffact Documents.
Consultant hereby warrants that the Software shall conform to the requirements of the Contract and the Contract Documents,
shall execute and perform in accordance with applicable published documentation and marketing materials and shall be free
from material defects for a period of one (l) year from (i) the "go live" date following installation and testing, if the Services
include installation and testing of the Software, or (ii) the date of delivery if the Services do not include installation and testing
of the Software, or such shorter period as may be agreed by the Parties in the applicable Contract Documents ("Software
Warranty Period"). ln addition, Consultant warrants that the Software when delivered: (i) shall be free from any charge, lien,
security interest or other encumbrance; (ii) shall be free ofany viruses or other harmful code including any "back door," "drop
dead device," time bomb," "Trojan horse," or "worm" (as such terms are commonly understood in the software industry) or any
other code designed or intended to have, or capable of performing, any of the following functions: (x) disrupting, disabling,
harming or otherwise impeding in any manner the operation of, or providing unauthorized aceess to, a computer system or
network or other device on which such code is stored or installed; or (y) damaging or destroying any data or file without the
user's consent; except that, with respect to the Licensed Software, (A) Consultant may insert a use limitation routine which
shall be triggered in the event Company exceeds the number of users licensed by Company or an individual licensed user's
attempts to access unlicensed elements of the Licensed Software, but which shall only affect the unlicensed users or licensed
users' ability to access unlicensed elements of the Licensed Software and (B) Consultant may provide separate "keys" for each
hardware device, provided that in the event Company desires to transfer the Licensed Software to a replacement device,
Consultant shall issue a new "key" to Company upon request; and (iii) shall comply with the extended Daylight Saving Time
schedule or the 2005 time schedule as applicable and will correctly process in any or both locations, within the United States,
all information and data, and will not produce invalid or incorrect results because of legislated changes to Daylight Saving
Time.
Following the expiration of the Software Warranty Period, Consultant shall have an obligation to correct defects and
nonconformities with regard to the Licensed Software only to the extent that Company purchases support and maintenance
services with respect thereto which, if purchased by Company, shall be provided on and subject to the terms and conditions of
the applicable Contract Documents or other agreement as may be executed by Consultant and Company; provided that any
software delivered by Consultant as part of such maintenance services shall be considered Licensed Software govemed by the
terms and conditions set forth herein.
Consultant further represents, warrants and covenants to Company that: (i) neither the delivery of the Customized Software to
Company, if any, nor the granting of any license to Licensed Software hereunder infringes upon the intellectual property rights
Metalogic Inspection Services LLC gJI-lNEl4 Berkshire Hathaway Energy Company Master Professional Services Contract- 4- 2014 Page 17 of20
Contract No. 4600003245
of any third party; and (ii) Consultant shall not utilize, obtain or seek to obtain any rights, controls, compensation or remedies
pertaining to the use of Company's data captured by or stored in the Licensed Software which at all times and in all situations
Company shall own such data;
The Parties specifically agree the Licensed Software may be subject to additional provisions as may be agreed upon in the
applicable Contract Documents, and that, to the extent Company and Consultant enter into a stand-alone software license
agreement with respect the Licensed Software, the terms of such agreement shall supersede the terms and conditions set forth in
this Article with respect to the Licensed Software; provided that in no event shall any language or provisions contained on
Consultant's website, product schedule or shrink-wrap or click wrap agreement be of any force and effect and such items shall
not in any way constitute a Contract Document or otherwise supersede, modify or amend this Article or the terms and
conditions set forth in any Contract Document, including any stand-along software license agreement entered into by the
Parties.
Promptly upon Company's request, Consultant shall provide all tools and information (including without limitation applicable
passwords and authorization codes) necessary to ensure Company receives the full benefit ofthe Licensed Software purchased
by Company pursuant to any Contract.
ARTICLE 42. PATENT AND COPYRIGHT INDEMNITY
Consultant shall indemnify, defend, and hold harmless Company, its directors, officers, employees, joint owners, and
agents against and from all claims, losses, costs, suits, judgments, damages, and expenses, including attomeys' fees, of any kind or
nature whatsoever on account of infringement of any patent, copyrighted or uncopyrighted work, including claims thereof
pertaining to or arising from Consultant's performance under the Contract. If notified promptly in writing and given reasonable
authority, information and assistance, and contingent upon Company not taking any position adverse to Consultant in
connection with such claim, Consultant shall defend, or may settle at its expense, any suit or proceeding against Company so far
as based on a claimed infringement which would result in a breach of this warranty, and Consultant shall pay all damages and
costs awarded therein against Company due to such breach.
In case any Service or Deliverable, or any combination thereof, is in such suit held to constitute such an infringement and the
use of said Service or Deliverable is enjoined, Consultant shall, at its expense and through mutual agreement between Company
and Consultant, either procure for Company the right to continue using said Service or Deliverable, replace same with a non-
infringing Service or Deliverable, or modifr same so it becomes non-infringing.
ARTICLE 43. ASSIGNMENT
Consultant shall not assign the Contract or any part hereof, or any rights or responsibilities hereunder without the prior
written consent of Company, and any attempted assignment in violation hereof shall be void.
ARTICLE 44. SUBCONTRACTS
IfConsultant desires to subcontract any or all ofthe Services to another entity, such Subcontractor shall be subject to
the prior written consent of Company. Consultant shall be fully liable and responsible for the acts or omissions of any
Subcontractors of any tier and of all persons employed by them, shall maintain complete control over all such Subcontractors,
and neither the consent by Company, nor anything contained herein, shall be deemed to create any contractual relation between
a Subcontractor ofany tier and Company.
ARTICLE 45. NON-EXCLUSTVE RIGHTS
Nothing in the Contract is to be construed as granting to Consultant an exclusive right to provide any or all of the
Services anticipated herein. The use of Consultant's services is completely discretionary with Company. The Contract shall not
be construed in any way to impose a duty upon Company to use Consultant.
ARTICLE46. NONWAryER
The failure of Company to insist upon or enforce strict performance by Consultant of any of the terms of the Contract,
or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of Company's right to enforce
such terms or rights on any future occasion.
ARTICLE 47. SEVERABILITY
Any provision ofthe Contract prohibited or rendered unenforceable by operation oflaw shall be ineffective only to the
extent ofsuch prohibition or unenforceability and shall not invalidate the remaining provisions ofthe Contract.
Metalogic lnspection Services LLC gJuNEl4 Berkshire Hathaway Energy Company Master Professional Services Contract - 4- 2014 Page 18 of20
Contract No. 4600003245
ARTICLE 48. APPLICABLE LAW AND VENUE
In the event of any matter or dispute arising out of or related to a Confiact, it is agreed between the Parties that such
Contract shall be interpreted in accordance with the substantive and procedural laws (including statute of limitations provisions) of
the jurisdiction of the principal business address of the applicable Company. With respect to Afftliates, this shall mean the
principal business address of the Affiliate as identified in Exhibit E. The laws of such jurisdiction will govem the interpretation,
validity and effect ofthis Contact without regard to the place ofexecution, place ofperforrnance thereof or any conflicts oflaw
provisions. Any litigation between the Parties arising out of or relating to the Contract will be conducted exclusively in
appropriate courts ofsuchjurisdiction, and Consultant consents tojurisdiction by such courts.
To THE FULLEST EXTENT PERMITTED BY LAw, EACH OF THE PARTIES HERETO wAIvES ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF LMIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, I.]NDER OR IN CONNECTION WITH THE CONTRACT.
Eacg PaRTy FURTHER WAIVES ANY RIGHT TO CONSOLIDATE A}TY ACTION IN WHICH A JURY TRIAL CANNOT BE OR FIAS NOT BEEN
WAIVED.
WITH REGARD To ANY CoNTRecT GoVERNED BY CALIFoRNIA LAw, THE FoLLowING JURY TRIAL WAIVER AND ARBITRATION
PROVISION APPLIES. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY
HAVE TO A TRIAL BY ruRY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OI.-TT OF, IjNDER OR IN CONNECTION
WITH THIS CoNTRACT. EACH PARTY FURTHER WAIVES ANY RIGHT To CONSoLIDATE ANY ACTION IN WHICH A JURY TRIAL
CANNOT BE OR HAS NOT BEEN WAIVED. IF A WAIVER OF JURY TRI"AL IS DEEMED BY ANY COURT OF COMPETENT JURISDICTION TO
NOT BE ENFORCEABLE FOR ANY REASON, THEN TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF TTfi PARTIES HERETO
AGREE TO BINDING ARBITRATION. SUCH ARBITRATION SHALL BE IN ACCORDANCE WITH TI{E RULES AND PROCEDURES OF THE
ANERICAN ARBTTRATIoN ASSoCIATION (AAA). NOTMTHSTANDING ANY AJd{ RULES AND PROCEDURES, OR ANY OTHER
PROVISION OF ANY STATE OR FEDERAL LAWS, THE PARTIES AGREE THAT THE ARBITRATORS SHALL NOT CONSIDER OR AWARD
PUNITIVE DAMAGES AS A REMEDY. UPOI'I THE COMPANY'S REQUEST, AAA SHALL PROVIDE THE PARTIES A LIST OF ARBITRATORS
EACH OF WHOM HAVE EXPERIENCE AND EXPERTISE WITH RESPECT TO CONSTRUCION. UPON EACH OF THE PARTIES' RECEIPT OF
SUCH LISTS, EACH PARTY SHALL HAVE TEN (IO) DAYS To SELECT AN ARBITRAToR. THE Two SELECTED ARBITRATORS SHALL
THEN SELECT A THIRD ARBITRATOR WITHIN THIRTY (30) OAVS FROM THE DATE THE INITIAL TWO ARBITRATORS WERE SELECTED
AND THE MATTER SUBJECT TO ARBITRATION SHALL BE ARBITRATED AND A DECISION OF THE ARBITRATORS ISSI]ED W]THIN SIxry
(60) oevs AFTER THE sELEcrroN oF TFIE mIRD ARBITRAToR.
ARTICLE 49. ENTIRE CONTRACT: DOCUMENTS INCORPORATED BY REFERENCE
The Contract, including all Contract Documents, shall in each case constitute the complete agreement between the
Parties.
In the event of a conflict between (i) this Master Contract, and (ii) any other terms and conditions contained in any other
Contract Documents, this Master Contract shall take precedence and control, unless the Parties have explicitly expressed a
contrary intent in one of the other Contract Documents.
Company assumes no responsibility for any understanding or representation made by any of its employees, officers or agents
during or prior to the negotiations and execution ofa given Contract, unless such understanding or representation is expressly
stated in the Contract.
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Contract No. 4600003245
ARTICLE 50. EXECUTION AND EFFECTTYf, DATE
This Master Contract has been executed by duly authorized representatives ofthe Parties and shall be effective as of
date of execution by the Company.
CONSULTANT:
Metalogic Inspection Services LLC
By:
(Signature)
Name: Ryan Brashier
(Type or Print)
Regional Manager,
Operations
Corurmw:
Berkshire Hathaway Energy Company
By:
(Signature)
Name:
(Type or Print)
Title:
US
Title:
(Date Executed)(Date Executed)
Metalogic lnspection Services LLC 9JUNEI4 Be*shire Hathaway Energy Company Master Professional Services Contract - 4- 2014 Page 20 of20
Contract No. 4600003245
Exhibit A
Scope of Work Specification
For
Master: Examination of Boiler Components, High
Energy Piping and General Plant Equipment
Revision I
Contract No. 46m003245
Master: Examination of Boiler Components,
High Energy Piping and General Plant Equipmenl
Section
I
2
J
4
5
Attachments
Attachment I
Attachment 4
TABLE OF CONTENTS
Title Page Number
Boiler Linear Phased Array (LPA) Scope
General Non-Destructive Evaluation (NDE) Services Scope
Exhibit A - Master Scope of Work - Page2 of 27
Master: Exam inat,ff :'ft1,il: Jfffi::,,1;,ti
High Energy Piping and General Plant Equipment
1.0 Purpose
l.l The purpose of this document is to provide general scopes of work for boiler
evaluations and testing, boiler tube failure analysis and testing, high energy piping
evaluations and testing, including general plant evaluations and testing services in
accordance with the applicable criteria, specifications and standards.
Definitions of acronyms are found in Section 5.0 of this Specification.
This Specification is to be used in conjunction with the Applicable attachment
as identified in the Table of Contents
1,2 Applicable Codes and Standards
As applicable the following codes and standards in effect on the date of the contract
shall be the controlling codes and standards during the period of performance of the
contract:
1.2.1 ASME/BPVC-Power Boilers and Pressure Vessels
1.2.2 ASME B31.l-Power Piping
1.2.3 NBIC- National Board Inspection Code
1.2.4 AWS - Dl.1 and Dl.3 Structural Steel
1.2.5 ASTM-American Society for Testing and Materials
1.2.6 ASNT-American Society for Nondestructive Testing
1.2.7 OSHA-Occupational Safety & Health Act
1.2.8 EPRI 1008082 Guidelines for Controlling FAC Fossil & CC Plants
1.2.9 MPC Publications HEP-1 though HEP-28
1.2 In general, boiler evaluations, boilertube failure analysis as applicable, shall comply
with the Electric Power Research Institute (EPRI) recommendations, and shall
include but not limited to the following EPRI Publications:
1.2.7 Boiler Tube Failure: Theory and Practice
1.2.7.1 Volume 1:
1.2.7.2 Volume 2:
1.2.7.3 Volume 3:
1.2.8 Boiler Tube Failure
1.2.8.1 Volume 1:
1.2.8.2 Volume 2:
Boiler tube Fundamentals
Water-Touched Tubes
Steam-Touched Tubes
Metallurgical Guide:
Technical Report
Appendices
Exhibit A - Master Scope of Work - Page 3 of 27
Contract No. 4600003245
,,*ny,ffff f;il'xl%":'Jxi'ii'-j'"ilffi1Ti
1.3 The Consultant or NDE service provider shall provide the Company plant and
corporate representatives with information and recommendations for the application
and possible utilization of new technology and processes and any cost savings
methods and approaches.
1.4 A separate document, for each project shall be issued by Company. A project
description will be provided by the Company for each individual Work Release. This
project description will provide an overall description of the applicable project and a
general outline of the services to be provided by Consultant or NDE services
provider.
1.5 A detailed description of the Scope of Work will be provided in the individual Work
Release for each project.
1.6 The Consultant or NDE service provider shall provide all labor, PPE, materials, and
equipment (including supplemental lighting and extension cords) necessary to
perform the examinations defined by this specification. Erection of scaffolding,
removal of insulation, and general surface preparation will be provided by Company,
unless otherwise noted in the individual Work Release.
1.6.1 All Consultant's or NDE service provider's personnel shall comply with all
applicable OSHA standards, and will be required to attend the Company
Energy Safety training course prior to entering the Plant
1.6.2 The Consultant or NDE service provider shall be responsible for obtaining the
necessary calibration blocks. At least one week prior to the inspection,
1.6.3 The Consultant or NDE service provider shall provide Company with a list of
chemical products to be used in these inspections, the Material Safety Data
Sheets for these products, and any special storage or disposal requirements.
1.6.4 The Consultant or NDE service provider shall notify Company, at least one
week prior to the inspections or evaluations, of any special auxiliary services
(i.e., water, electrical or compressed air) which will be needed to perform
specified inspections.
1.6.5 The Consultant or NDE service provider is required to schedule with
Company, their work activities including planned activity completion dates.
1.6.6 If other NDE testing or work is being conducted by Company or others,
concurrent with Consultant's inspection, Consultant or NDE service provider
is expected to make reasonable accommodations for these concurrent
inspections.
Exhibit A - Master Scope of Work - Page 4 of 2'1
Master: Exam i nat'ff :tBl'[: .'"'3?:l'"1ir:
High Energy Piping and General Plant Equipment
1.6.7 The Company may perform metallographic examinations based upon the
Consultant's or NDE service provider findings; therefore, Consultant or NDE
service provider is required to schedule their efforts to complete the
examinations at each location prior to moving to other locations, unless
approved by Company's site representative.
1.6.8 In addition to the inspections defined in the project "Scope of Work,"
Consultant or NDE service provider may be required, as additional scope, to
provide additional inspections. When requested, Consultant shall provide unit
costs for each inspection method.
1.6.9 Prior to completion of field examinations, Consultant NDE service provider
shall provide Company's site representative with a field report as described in
Section 3.1.
1.6.10 The Responsible Company Representative shall be identified by the respective
Technical/Engineering Group for each participating Company subsidiary.
2.0 TechnicalRequirements
2.1 NDE processes, method or technique effectiveness and proficiency shall be
established by one of the following methods:
2.1.1 Generally accepted methods, processes, techniques may be accepted by
submitting documented techniques to the Company for review and approval in
accordance with the applicable codes and Section V of the ASME BPVC.
2.1.2 When new technology, processes, methods, or techniques are to be applied to
Boiler tube inspections or to High Energy Piping (HEP) inspections for
identification of early stage creep damage. These processes may be accepted
by:
2.1.2.1 Demonstrating proficiency by using the Company approved boiler
tube FlawTech coupons
2.1.2.2 Demonstrating proficiency using the EPRI boiler tube coupons and
presenting documentation of results
2.1.2.3 For HEP by demonstrating proficiency using the Materials Property
Counsel (MPC) controlled set of coupons (University of Tennessee,
Knoxville, TN)
2.1.2.4 Alternatively new technology, processes, methods, or techniques
may be presented to the responsible Company representative for
approval.
Exhibit A - Master Scope of Work - Page 5 of 27
2.2
Master: Exam inat,ff :tfrl,il: Jj:?t"'"'"1i,:
High Energy Piping and General Plant Equipment
NDE Technicians' effectiveness and proficiency shall be established by one of the
following methods:
2.2.1 For generally accepted NDE methods, processes, or techniques; qualification
and certification may be in accordance with the latest revision of the
American Society of Non-destructive Testing Recommended Practices #
SNT-TC-IA and must comply with ASMEAIBIC code requirements.
2.2.2 NDE Technicians' utilizing new technology, processes, methods, or
techniques to be applied to Boiler tube and HEP inspections shall qualify by
testing;
2.2.2.1 Using the Company approved boiler tube FlawTech coupons.
2.2.2.2 By demonstrating proficiency using the EPRI boiler tube coupons
and presenting documentation of results.
2.2.2.3 To qualiff to perform for High Energy Piping inspections to identify
early stage creep-damage in HEP, the Technician shall demonstrate
proficiency using the Materials Property Counsel (MPC) controlled
set of coupons (University of Tennessee, Knoxville, TN)
2.2.2.4 Alternatively, Consultant or NDE service provider may present a
documented and effective In-house training program to the
responsible Company representative for approval.
All individuals responsible for data acquisition and/or data analysis shall be certified
either Level II or Level III in the appropriate discipline. These individuals shall also
have documented and verifiable experience applying to the specific type of
inspections being performed.
When requested by Company, the Consultant or NDE service provider site staff shall
include at least one individual who has extensive experience with the metallurgical
aspects of damage mechanisms. This individual shall be a working member of the
inspection team and shall additionally add metallurgical expertise to the process of
data interpretation.
2.5 Proposals for each Work Release issued shall include recommended staffing level to
accomplish the work within the allotted schedule, allowing adequate time for
supplemental inspections, if needed, to fully characterize all detected indications.
Staffing shall include individual(s), as necessary, depending on specific scope and
schedule, to perform data acquisition and independent data analysis.
2.4
Exhibit A - Master Scope of Work - Page 6 of 27
Contract No. 4600003245
Master: Examination of Boiler Components,
High Energy Piping and General Plant Equipment
2.6 Resumes of all staff from which the inspection team would be selected should be
submitted with the proposal. The specific role of each individual should be clearly
identified. Company maintains the right to exclude or otherwise restrict utilization of
specific individuals solely at the discretion of Company. No substitution of personnel
shall be permitted without the Company's written approval.
2.7 PacifiCorp uses ATI Aware Software to document boiler and high energy piping
inspections. In addition to all other reporting requirements the Consultant or NDE
service provider shall submit results in a software format that can be uploaded into
the Aware Program.
3.0 Reporting of Data
3.1 Field Reporting of Data:
3.1.1 At the end of each shift, the Consultant or NDE service provider shall submit
a daily status report to the Company's Site Representative of the results of
each day's inspections:
3.l.l.l Daily status reports for each inspection or evaluation activity for
welds and components
3.1.1.2 Prioritized recommendations
3.1.1.3 Work completed on prioritized recommendations.
3.1.1.4 Due to urgency when Service Damage of HEP is identified, a
preliminary verbal analysis of results is required immediately.
3.1.2 The Consultant or NDE service provider shall provide Company with a
preliminary field inspection report at the completion of the field examination.
Consultant's or NDE service provider's inspection personnel shall not leave
the job site until this preliminary report has been reviewed with Company's
Site Representative to allow Company the prerogative of requesting further
examinations.
3.1.3 The preliminary field report shall include copies of all reader sheets and a
summary of the examinations performed (including areas and techniques), a
report of all relevant indications and methods of identification. This summary
will be in table format listing each weld or component tested, each process
used, and the results of each process. Results will be reported using the
following wording:
Exhibit A - Master Scope of Work - Page 7 of 27
Master: Exam i na,'ff :'fr"j'il: J"?1t"1'."L:
High Energy Piping and General Plant Equipment
3.1.4 All indications or defects are to be fully described as to locations, sizes and
types and shall be reported utilizing the following applicable terminology
3.1.4.1 New and repaired welds, components or materials:
3.1 .4.1.1 Acceptable
3.1.4.1.2 Rejected.
3.1.3.2 Material or wall loss:
3.1.4.2.1 Nominal thickness
3.1.4.2.2 Minimum allowable thickness
3.1.4.2.3 Actual wall thickness
3.1.4.2.4 Areas of concern in Red (Report Immediately)
3.1.4.2.5 Company representative shall make the determination
3.1.4.3 Fatigue Service Damage
3.1.4.3.1 No Service Damage
3.1.4.3.2 Size and Location of Crack(s)
3.1.4.4 Creep Service Damage (Advanced Ultrasonics)
3.1.4.4.1
3.r.4.4.2
3.1.4.4.3
3.1.4.4.4
3.1.4.4.5
3.1.4.4.6
3.1.4.4.7
3.1.4.4.8
No Relevant Indication (NRI)
Unknown Damage (PacifiCorp internal used only)
Light Banding
Moderate Banding
Heavy Banding
Aligned Voids
Micro Cracking
Macro Cracking
No Damage
Isolated Voids (size <1.5 pm)
Light Clustering of Voids (size 1.5 to 2.5 pm)
Moderate Clustering of Voids (size2.5 to 3.0 pm)
Heavy Clustering of Voids (size 3.0 to 3.5 pm)
Aligned Voids (size 3.5 to 5.5 pm)
Micro Cracking (size 5.6 to 6.5 pm)
Macro cracking (size 6.5 to 7.0 pm)
3.1.4.5 Creep Service Damage (Metallurgical Sample)
Exhibit A - Master Scope of Work - Page 8 of 27
Master: Exam i nat,ff :'i'tl,il: Jffi:X'.lfi
High Energy Piping and General Plant Equipment
3.1.5 Electronic copies of all daily reports and the preliminary written field report
will be provided to the Company at completion of the examinations and prior
to Consultant or NDE service provider personnel leaving the plant site.
3.2 Final Report
3.2.1 Within six weeks of completing the field inspection, the Consultant or NDE
service provider shall provide a detailed final report of those examinations.
The final report shall include, as a minimum, the following information:
3.2.1.1 Inspection methodology and procedures incorporated.
3.2.1.2 Inspection findings, condition assessment, and
documentation of all completed and uncompleted work.
3.2.1.3 Recommendations and prioritization for the next overhaul.
3.2.1.4 Final report to include (2) hard copies and one (1) electronic
copy to plant site and one (1) electronic copy to corporate
office.
3.2.1.5 Inspection data shall be supplied to Company in the agreed
upon format utilizing the same damageidefect descriptions as
defined in section 3.1.4 of this specification
4.0 Component Description of Work
4.1 Boiler tube evaluations shall include sizes and types of boiler tubing to be examined
using UT during boiler overhauls will typically be between 1.75" OD and 3.50" OD,
between 0.148" MWT and 0.500" MWT, and meet material specifications from
ASME, BPVC, Section 1, Power Boilers, Part PG-9, "Pipes, Tubes, and Pressure
Containing Parts".
4.1.1 Dissimilar Metal Welds (DMWs) shall be investigated the entire
circumference and completely through-wall thickness of the tubing to assure
there is no creep-fatigue damage.
4 .1.2.1 Creep-fatigue damage (CFD) typically concentrates along the ferritic
(low alloy steel) side of the weld, initiating along the ID surface, the
mid-wall of the tube, or along the OD surface.
4.1.2.2 Linear Phased Array (LPA) shall be used for evaluations.
Exhibit A - Master Scope of Work - Page 9 of 27
Masrer:Examinat'ff :till'il:J"tfi::'.'".,o,:
High Energy Piping and General Plant Equipment
4.1.2 Oxide scale measurement (OSM) and performing remaining life calculations
of temperature tube requires the accurate measurement of tube wall and steam
side scale thickness.
The acquisition system must provide for high minimum resolution,
typically from 0.005" to 0.030" over the life of the tubing.
4.1.2.1
4.1.3 Life assessment and tube remaining creep life (LARL) is calculated using, a
remaining life analysis computer code that assists with the interpretation of
the collected ultrasonic signals.
4.1.3.1 Based on analyst input, the software module calculates the tube wall
thickness, oxide thickness, and tube remaining life for each analyzed
signal. The results are subsequently reported as text documents and
database file formats.
4.1.3.2 An effective temperature is determined for each measurement by
using a variety of oxide thickness-to-temperature correlations. For
PacifiCorp Units, typically the French correlation has been used.
Based on this temperature estimate, remaining creep life values are
predicted using standard Larson-Miller parameter (LMP)
calculations for the appropriate material.
4.1.3.3 The actual prediction of remaining life is based on published stress
rupture data typically reported as log stress versus LMP. Because of
data scatter, curves are typically plotted through the data to provide
minimum and mean remaining life values. For a given stress,
exhausted remaining life is predicted to occur when the combination
of time and temperature (LMP) reaches the test population.
4.1.4 Header Socket Weld of the tube to header socket welds (HSW) shall be
performed to detect subsurface damage that can occur at the socket weld root
and fusion line.
4.1.4.1 A customized Linear Phased Array (LPA) technique that permits
socket interrogation via the tube stub surface shall be used.
4.1.4.2 The circumferential extent of the defect is important since actively
growing flaws will exhibit crack propagation in both the radial and
circum ferential directions.
Exhibit A - Master Scope of Work - Page 10 of 27
Contract No. 4600003245
,'r'y,ff :Sff t'XXii"s":,i'"i'i!'*1"ilf'lillii
4.1.4.3 The specific location of defects around the tube circumference is
important and can provide insight into the potential cause of the
cracking.
4.2 Boiler Condition Inspections of areas of high priority and estimated manpower
requirements will be provided in the individual Work Release for each project. The
basic outline will be as follows:
4.2.1 Defined areas for UT inspection
4.2.2 Defined areas for Visual Inspection
4.2.3 Component Condition Assessment
4.2.4 Specific Recommendations
4.3 High Energy Piping (HEP) is categorized into three types of service damage
mechanisms with affected systems, welds or components listed with the affecting
service damage mechanisms as follows:
4.3.1 Creep Affected
4.3.1.1 Main Steam
4.3.1.2 Hot Reheat
4.3.1.3 Boilers Headers
4.3.1.4 Boiler Leads
4.3.1.5 Boiler Links
4.3.1.6 Turbine Piping
4.3.1.7 Boiler Feed Pump Turbine Piping
4.3.2 Corrosion-Fatigue and Simple Fati gue-Affected
4.3.2.1 Cold Reheat
4.3.2.2 Deaerators
4.3.2.3 Deaerator Storage Tanks
4.3.3 Flow Accelerated Corrosion (FAC)-Affected
4.3.3.1 Feedwater piping and components
4.3.3.2 Condensate piping and components
4.3.3.3 Extraction Steam piping and components
4.3.3.4 Deaerators
Exhibit A - Master Scope of Work - Page I I of 27
Master: Exam inat'ff :tlfr:'[: .'f*Hx'"llj
High Energy Piping and General Plant Equipment
4.3.3.5 Deaerator Storage Tanks,
4.3.3.6 Re-Heat Spray piping and components
4.3.3.7 Superheat Spray Lines piping and components
4.3.3.8 Heater Vents piping and components
4.3.3.9 Heater Drains piping and components
4.3.3.10 Boiler Blowdown piping and components,
4.3.3.1I Boiler Start-Up piping and components
4.3.3.12 Re-Circulation piping and components
4.3.3.13 Heater Shells inlet nozzles and surrounding areas
4.4 General Plant and other applications of testing and evaluation methods, processes,
and techniques shall be in accordance with the applicable code, Company
requirements. Note: Full definitions of acronyms are found in Section 5.0 of this
Specification.
4.4.1 New and repaired welds in components and materials with an expected safety
and reliability of 30 years. These types of welds are to be evaluated in
accordance with design specifications, and the applicable paragraphs of the
ASME-BPVC Section V.
4.4.1.1 ASME 831.1 Piping (New and repair welds):
4.4.1.1.1 Butt Welds on NPS >2" (NPS :National Pipe Size)
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
oro PT (Penetrant Testing). RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)
4.4.1.1.2 Butt Welds on NPS < 2"
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
oro PT (Penetrant Testing)
4.4.1.1.3 Branch Connections NPS >4
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
Exhibit A - Master Scope of Work - Page 12 of 27
4.4.1.1.4
4.4.1.1.5
4.4.1.t.6
Contract No. 46000f3245
Master: Examination of Boiler Components,
High Energy Piping and General Plant Equipment
or
. PT (Penetrant Testing). RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)
Branch Connections NPS <4"
. VTWLD (VisualTesting Weld). MT (Magnetic Testing)
or
o PT (Penetrant Testing)
Fillet, Socket, Attachment and Seal
o VTWLD (VisualTesting Weld)o MT (Magnetic Testing)
or
o PT (Penetrant Testing)
P91 materials (As applicable)
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
or
o PT (Penetrant Testing)o RT (Radiographic Testing)
or
o LPA (Ultrasonics Testing-Linear Phased Array)o HT (Hardness Testing)
or
o PHT ( Portable Hardness Testing)
4.4.1.1.7 Temper Bead Welding on piping (Only allowed if
approved by the responsible company representative with
a ASME Section IX WPS and supporting PQR)
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
oro PT (Penetrant Testing). RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)o HT (Hardness Testing)
Exhibit A - Master Scope of Work - Page l3 of 27
Contract No. 4 600003245
Master: Examination of Boiler Components,
High Energy Piping and General Plant Equipment
3t ,r, ( Portable Hardness Testing)
4.4.1.2 ASME Section I Boiler (New and repair welds):
4.4.1.2.1 Steam or Water: (Subjected to radiant heat)
4.4.1.2.1.1 Longitudinal Welds
o VTWLD (Visual Testing Weld)o RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)
4.4.1.2.1.2 Girth Drum or Shell Welds, NPS >10" or >1.125" T
o VTWLD (Visual Testing Weld)o RT (Radiographic Testing)
or
o LPA (Ultrasonics Testing-Linear Phased Array)
4.4.1.2.1.3 Girth Tubes, Pipes or Header Welds > NPS 4" or
Y2" T
o VTWLD (VisualTesting Weld)o RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)
4.4.1.2.2 Water: Qrlot subjected to radiant heat)
4.4.1.2.2.1 Girth Tubes, Pipes or Header Welds NPS >10"
>1.125" 7
o VTWLD (VisualTesting Weld)
o RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)
4.4.1.2.3 Steam: (Not subjected to radiant heat)
4.4.1.2.3.1 Girth Tubes, Pipes or Header Welds NPS >16" or
>1.625" T
. VTWLD (Visual Testing Weld)
Exhibit A - Master Scope of Work - Page 14 of 27
Master: Exam inat'ff :tft1'[: .1ffi:X'.":L:
High Energy Piping and General Plant Equipment
l", j,l ::::,: ;:,,'1,,.*, Phased Anay,
4.4.1.3 ASME Section IIIV Pressure Vessels (New and repair welds):
4.4.1.3.1 Longitudinal and Girth Welds
o VTWLD (VisualTesting Weld)o RT (Radiographic Testing)
lt I,ro (Ultrasonics Testing-Linear Phased Array)
4.4.1.3.2 Nozzle, Fillet and Attachment Welds
o VTWLD (Visual Testing Weld)o RT (Radiographic Testing)
lt l-ro (Ultrasonics Testing-Linear Phased Array)
4.4.1.4 Temper Bead Welding on ASME Sections I and IIIV components
(Only allowed if approved the responsible company representative
with a ASME Section IX WPS and supporting PQR)
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
3t ,, (Penetrant Testing)o RT (Radiographic Testing)
or
: l?i,1Yl:T::lf;,1;;1"-''"ar
Phased A''av)
or
o PHT ( Portable Hardness Testing)
4.4.1.4 Structural Steel (New and repair welds): See AWS Dl.1
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
l' ';ffiffirjii}i"-1,,",
o UT (Ultrasonics Testing)o RT (Radiographic Testing)
Exhibit A - Master Scope of Work - Page 15 of 27
Contract No. 4ffi003245
,,unY"H;r',;ruH1"3,i'#'lil"9,'ilx?liff ;
4.4.1.5 General Base Metal Repairs (such as Casings, Shafts, Blades)
o PMI (Positive Material Identification)o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
oro PT (Penetrant Testing)o PHT (Portable Hardness Testing)o ME (Metallography Evaluation)o RT (Radiographic Testing)
oro LPA (Ultrasonics Testing-Linear Phased Array)o Other methods, processes, and techniques as
approved by the Responsible Company
Representative
4.5 Service Damage Inspection and Evaluations
4.5.1 Boiler Tube Conditions Inspections:
o VTWLD (Visual Testing Weld)o VTBC (Visual Testing Boiler Conditions)o VTBO (Visual Testing Boroscoping). UTT (Ultrasonics Testing Thickness)o LPA (Ultrasonics Testing-Linear Phased Array)o MT (Magnetic Testing)
oro PT (Penetrant Testing)o Other methods, processes, and techniques as approved by Responsible
Company Representative
4.5.2 Creep Affected:
4.5.2.1 Required assurance of safety and reliability - 5-8 years (High
Energy systems or components operating at 850'F or greater)
4.5.2.1.1 Girth Welds are evaluated using: first, VTWLD,
secondly, MT or PT, and thirdly with Advanced
Ultrasonics. The additional testing methods listed are to
be utilized at the directions of the responsible Plant and
or Corporate HEP Engineers.
o VTWLD (Visual Testing Weld)
Exhibit A - Master Scope of Work -Page 16 of 21
a
or
a
a
o
a
o
o
a
a
o
a
Master: Exam inat'ff :tBi'[: .-"i'#:11:
High Energy Piping and General Plant Equipment
MT (Magnetic Testing)
PT (Penetrant Testing)
UTT(Ultrasonics Testing Thickness)
AE (Acoustic Emission Testing)
LPA (Ultrasonics Testing-Linear Phased Array)
FPAD (Focused Phased Array Depth)
PHT (Portable Hardness Testing)
Rep (Replication)
VTBO (Visual Testing Boroscoping)
VTGM (Visual Testing Geometry Measuring)
GWUT (Guided Wave Ultrasonics Testing) ME
(Metal lography Evaluation)
Other methods, processes, and techniques as
approved by Responsible Company Representative
4.5.2.1.2 Longitudinal Seam Welds are evaluated using: first, with
VTWLD, secondly, MT or PT, and thirdly with
Advanced Ultrasonics is to be utilized to further evaluate
specific locations which are identified by the high stress
points along the seam weld. The additional testing
methods listed are to be utilized at the directions of the
responsible Plant and or Corporate F{EP Engineers.
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
or
o PT (Penetrant Testing)o UTT(Ultrasonics Testing Thickness)o AE (Acoustic Emission Testing)o LPA (Ultrasonics Testing-Linear Phased Array)o FPAD (Focused Phased Array Depth)o TOFD (Ultrasonics Testing-Time of Flight
Diffraction)o PHT (Portable Hardness Testing). Rep (Replication)o VTBO (Visual Testing Boroscoping)
o VTGM (Visual Testing Geometry Measuring)o GWUT (Guided Wave Ultrasonics Testing) ME
(Metallography Evaluation)o Other methods, processes, and techniques as
approved by Responsible Company Representative
Exhibit A - Master Scope of Work - Page 17 of 27
Contract No. 4600003245
,,*hy"?#ff ru#i"s"lllXi'iilf,"il1?ii1ft
4.5.2.1.3 Wyes & Branch Connection Welds are evaluated using:
first, with VTWLD, secondly, MT or PT, and thirdly with
Advanced Ultrasonics as much as possible. The
additional testing methods listed are to be utilized at the
directions of the responsible Plant and or Corporate HEP
Engineers.
o
o
or
o
o
o
a
o
a
o
o
a
o
VTWLD (Visual Testing Weld)
MT (Magnetic Testing)
PT (Penetrant Testing)
UTT(Ultrasonics Testing Thickness)
AE (Acoustic Emission Testing)
LPA (Ultrasonics Testing-Linear Phased Array)
FPAD (Focused Phased Array Depth)
PHT (Portable Hardness Testing)
Rep (Replication)
VTBO (Visual Testing Boiler Conditions)
VTGM (Visual Testing Geometry Measuring)
GWUT (Guided Wave Ultrasonics Testing) ME
(Metal lography Evaluation)
Other methods, processes, and techniques as
approved by Responsible Company Representative
4.5.2.1.4 Gama Plug, Seal, and Socket Welds are evaluated using:
first, with VTWLD, and secondly, MT or PT. The
additional testing methods listed are to be utilized at the
directions of the responsible Plant and or Corporate HEP
Engineers.
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
oro PT (Penetrant Testing)r AE (Acoustic Emission Testing)o PHT (Portable Hardness Testing)
. Rep (Replication)
o VTBO (Visual Testing Boroscoping)o VTGM (Visual Testing Geometry Measuring)o ME (Metallography Evaluation)o Other methods, processes, and techniques as
approved by Responsible Company Representative
4.6 Fatigue and Corrosion Fatigue Affected:
Exhibit A - Master Scope of Work - Page l8 of 27
Contract No. 4600003245
Master: Examination of Boiler Components,
High Energy Piping and General Plant Equipment
4.6.1 Cold Reheat
4.6.1.1 Required assurance of safety and reliability - 5-8 years
4.6.1.2 Girth Welds are evaluated using: first, with VTWLD, secondly, MT
or PT, and thirdly with Advanced Ultrasonics. The additional testing
methods listed are to be utilized at the directions of the responsible
Plant and or Corporate HEP Engineers.
o
a
or
a
a
a
a
a
o
a
VTWLD (Visual Testing Weld)
MT (Magnetic Testing)
PT (Penetrant Testing)
LPA (Ultrasonics Testing-Linear Phased Array)
FPAD (Focused Phased Array Depth)
UTT(Ultrasonics Testing Thickness)
GWUT (Guided Wave Ultrasonics Testing)
ME (Metal lography Evaluation)
Other methods, processes, and techniques as approved by
Responsible Company Representative
4.6.1.3 Longitudinal Seam Welds are evaluated using: first, with VTWLD,
secondly, MT or PT, and thirdly with Advanced Ultrasonics is to be
utilized to further evaluate specific locations which are identified by
the high stress points along the seam weld. The additional testing
methods listed are to be utilized at the directions of the responsible
Plant and or Corporate HEP Engineers.
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
or
o PT (Penetrant Testing)o UTT(Ultrasonics Testing Thickness)o LPA (Ultrasonics Testing-Linear Phased Array)o FPAD (Focused Phased Array Depth)o TOFD (Ultrasonics Testing-Time of Flight Diffraction)
o PHT (Portable Hardness Testing). Rep (Replication)o VTBO (Visual Testing Boroscoping)
o VTGM (Visual Testing Geometry Measuring)o ME (Metallography Evaluation)o Other methods, processes, and techniques as approved by
Responsible Company Representative
Exhibit A - Master Scope of Work - Page 19 of 27
Contract No. 4600003245
,,,.y,ff:f .Tffi ixli%"xi1li'iilf,"fl x?illilH;
4.6.1.4 Wyes & Branch Connection Welds are evaluated using: first, with
VTWLD, secondly, MT or PT, and thirdly with LPA as much as
possible. The additional testing methods listed are to be utilized at
the directions of the responsible Plant and or Corporate HEP
Engineers.
o VTWLD (Visual Testing Weld)o MT (Magnetic Testing)
or. PT (Penetrant Testing)o UTT(Ultrasonics Testing Thickness)o LPA (Ultrasonics Testing-Linear Phased Array)o Other methods, processes, and techniques as approved by
Responsible Company Representative
4.6.1.5 Gama Plug, Seal, and Socket Welds are evaluated using: first, with
VTWLD, and secondly, MT or PT. The additional testing methods
listed are to be utilized atthe directions of the responsible Plant and
or Corporate HEP Engineers.
o VTWLD (Visual Testing Weld)o MT or (Magnetic Testing)o PT (Penetrant Testing)o Other methods, processes, and techniques as approved by
Responsible Company Representative
4.6.2 Deaerator Heaters and Deaerator Storage Tanks
4.6.2.1 Required assurance of Safety and Reliability-5-8 years
4.6.2.2 All Welds
o VTWLD (VisualTesting Weld)o UTT(UltrasonicsTestingThickness)o ACFM Alternating Current Field Measurements)(. MT or (Magnetic Testing)o PT (Penetrant Testing)
o Other methods, processes, and techniques as approved by
Responsible Company Representative
4.7 Flow-Accelerated Corrosion FAC Affected
4.7.1 EPRI Gridding recommendations shall be followed.
Exhibit A - Master Scope of Work - Page20 of 27
Master: Exam i nat,:f :tifj,[:'.1iln,"1...]
High Energy Piping and General Plant Equipment
4.7 .2 Required assurance of safety and reliability-s-8 years per component
4.7.3 Component evaluations
. UTT(UltrasonicsTestingThickness)o RT (Radiographic Testing) for small bore (Company HEP Engineer for
procedure)
4.7.4 System survey evaluations
o INCOTEST (An acronym for INsulated COmponent TEST)
o GWUT (Guided Wave Ultrasonics Testing)o DDRT (Digital Display RT)
5.0 Inspection, Testing and Evaluation Methods Descriptions
5.1 Destructive Testing
5.1.1 Metallurgical Services (MS) - Is the science of evaluating metals usually in a
laboratory setting. Common laboratory testing includes but not limited to:
5.1.1.1 Failure Analysis (FA)
5.1.1.2 Chemical Analysis (CA)
5.1.1.3 Physical Property Tests (PPT)
:iil#*:+li".tu,,
o Notch Toughness Testing (NT)o Portable Hardness Testing (PHT)
5.1.2 Service Condition Metallography Evaluation (ME) - Is the science and art of
preparing a metal grinding, polishing, and etching to reveal micro-structural
constituents. After preparation, the sample can easily be analyzed using
optical or electron microscopy. A skilled technician is able to identify alloys
and predict material properties, as well as processing conditions.
Metallography sample is obtained by removing a portion of the metal. The
common terminology is Plug or Boat sample. (Also see "Replication" in the
NDE section of this Specification).
Exhibit A - Master Scope of Work - Page 21 of 21
Master:Examinat,ff :tffiitil:ct"t,lH','.'"1':
High Energy Piping and General Plant Equipment
5.1.3 Replication (Rep) - is a form of non-destructive testing which provides a
metallographic replica of the surface microstructure of a material.
5.1.4 Positive Material Identification (PMI) - PMI quickly and accurately identifies
the composition of more than 100 different engineering alloys and can be
performed on site.
5.1.4.1 X-Ray Fluorescence (XRF) - X-ray fluorescence is a technique of
chemical analysis. An X-ray beam is aimed at the surface of an
object which causes secondary (fluorescent) X-rays to be
generated. Each element present produces X-rays of different
energies. These X-rays are detected and displayed as a spectrum of
intensity against energy: the positions of the peaks identify which
elements are present and the peak heights identify how much of
each element is present.
Spark Emission Spectrography (SES) - Is used to analyses
elements in solid metals. An electric arc or spark is passed through
a sample, heating it to a high temperature exciting the atoms. In
modern spark sources with controlled discharges under an argon
atmosphere SES is considered quantitative. Both qualitative and
quantitative spark analysis are widely used for production quality
control in foundries and steel mills.
5.1.5 Engineering Services (ES) - Includes stress analyses, special repair plans,
engineering inspections and evaluations such as warping, bulging, and ovality.
5.2 Nondestructive Examination (NDE) -
5.2.1 Acoustic Emission Testing (AE) - A method of nondestructive testing that
uses mechanical waves moving through materials. Sensors attached on the
surfaces of the material detect these waves, known as acoustic emission
signals. The Signals emitted by active cracks are then analyzed based on the
frequency, amplitude and location.
5.2.2 Acoustic Pulse Reflectometry (APR) - Is based on the measurement of one-
dimensional acoustic waves propagating in tubes. Any change in the cross
sectional area in the tubular system creates a reflection, which is then recorded
and analyzed in order to detect defects.
5.2.3 Alternating Current Field Measurements (ACFM) - The use of ACFM
provides reliable detection and sizing of cracks in metallic components. There
is no weld or base metal cleaning required. ACFM effectively provides
readings through paint, coatings, scale and process related residue. The
5.1.4.2
Exhibit A - Master Scope of Work - Page 22 of 27
Contract No. 4600003245
,,*nl[1];i;,il'ffi H'#'flj'"il1"#ft:i
technique yields excellent sensitivity and is able to determine defect width,
length, and depth up to 3/16 of an inch. The Air multidirectional array sensor
is to be used.
5.2.4 Eddy Current Testing (ET) - In standard eddy current testing, a circular coil
carrying an AC current is placed in close proximity to an electrically
conductive specimen. Variations in the electrical conductivity or magnetic
permeability of the test object, or the presence of any flaws, will cause a
change in eddy current flow and a corresponding change in the phase and
amplitude of the measured current. This is the basis of standard (flat coil)
eddy current inspection.
5.2.5 INCOTEST (NCT) - (An acronym for INsulated Component TEST) is a
unique corrosion survey method that allows ferrous pipes and vessels to be
surveyed without the time and expense of removing insulation, asbestos,
fireproofing concrete or similar coatings.
5.2.6 Magnetic Flux Leakage Testing (MFL) - A magnetic field is passed through
ferromagnetic steel, flux leakage caused by pitting and corrosion is detected
by MFL detectors in the scanning unit and displayed for the operator.
5.2.7 Liquid Penetrant Testing (PT) - Is used to reveal surface breaking flaws by
bleedout of a colored or fluorescent dye from the flaw and contrasted between
developers. Test objects are coated with visible or fluorescent dye solution the
excess dye is then removed and a developer is applied. The developer acts as
blotter, drawing trapped penetrant out of imperfections.
5.2.7.1 Visible Color Dyes (CD)
5.2.7.2 Fluorescent Dyes (FD) - enable viewing under a UV lamp.
5.2.8 Magnetic Particle Testing (MT) - A nondestructive examination method
applied to detect cracks and other discontinuities on or near the surfaces of
ferromagnetic materials.
5.2.8.1 Dry Particle (DP) - materials commonly used are black iron
particles and red or yellow iron oxides.
5.2.8.2 Wet Fluorescent (WF) - materials enable viewing under a UV
lamp.
5.2.9 Radiography Testing (RT) - This technique involves the use of penetrating
gamma or X-radiation to examine parts and products for imperfections.
Exhibit A - Master Scope of Work - Page 23 of 27
5.2.9.1
5.2.9.2
s.2.9.3
5.2.9.4
5.2.9.5
5.2.9.6
Contract No. 4600003245
,,rrY"Tilxf,i,ru'Hl3.i'"3i'iiL',"il?,"'Ji11i;
Computed Tomography (CT) - Computed Tomography (CT) is a
powerful nondestructive evaluation (NDE) technique for producing
2-D and 3-D cross-sectional images of an object from flat X-ray
images. Characteristics of the internal structure of an object such
as dimensions, shape, internal defects, and density are readily
available from CT images.
Digital Display RT (DDRT) - is a form of x-ray imaging, where
digital X-ray sensors are used instead of traditional photographic
film. Advantages include time efficiency through bypassing
chemical processing and the ability to digitally transfer and
enhance images. Also less radiation can be used to produce an
image of similar contrast to conventional radiography.
Distributed Source Positron Annihilation (DSPA) Uses a
positron source emitter to deposit positrons into the subject
material. The process is similar to PIPA after the positrons are
deposited and attracted to nano-sized defects in the material.
DSPA technology can detect fatigue, embrittlement, and other
forms of structural damage in materials at the atomic level, before
cracks appear.
Photon Induced Positron Annihilation (PIPA) - Photon Induced
Positron Annihilation (PIPA) involves penetrating materials with a
photon beam which are attracted to nano-sized defects in the
material. The positrons collide with electrons in the material and
are annihilated, releasing energy in the form of gamma rays. The
gamma ray energy spectrum creates a distinct and readable
signature of the size, quantity and type of defects present in the
material. PIPA technology can detect fatigue, embrittlement, and
other forms of structural damage in materials at the atomic level,
before cracks appear.
Neutron Radiography (NR) - is an imaging technique which
provides images similar to X-ray radiography. The difference
between neutron and X-ray interaction mechanisms produce
significantly different and often complementary information.
Traditional (RT) - An X-ray machine or radioactive isotope is used
as a source of radiation. Radiation is directed through a part and
onto film. The resulting shadowgraph shows the internal soundness
of the part. Possible imperfections are indicated as density changes
in the film.
Exhibit A - Master Scope of Work - Page24 of 27
5.2.9.7
Contract No. 4600003245
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X-ray Diffraction (XRD) - is a versatile, non-destructive technique
that reveals detailed information about the chemical composition
and crystallographic structure of natural and manufactured
materials.
5.2.10 Ultrasonic Testing (UT) - The examination of materials by introducing
ultrasonic waves into, through, or onto the surface of the article being
examined and determining various attributes of the material from effects on
the ultrasonic waves.
5.2.10.I Focused Phased Array Depth - (FPAD) utilizes transducers that
have multiple elements, each having its own pulsar and receiver
and is controlled by a computerized system. By timing, or phasing
the individual elements, various converging wavefronts can be
created. Using varied phase patterns, different focal depths can be
achieved. Data may be interpreted and analyzed by qualified
individuals or by means of computer software. FPAD is typically
used to evaluate early stage creep damage in High Energy Piping.
5.2.10.2 Automated Ultrasonic Testing (AUT) uses an automated
mechanical tracking device and or a system that gathers and
records the data.
5.2.10.3 Guided Wave UT (GW) - Uses low frequency guided waves to
detect thickness changes caused by corrosion/erosion and or weld
locations in piping. A band comprising five rings of piezoelectric
transducers is clamped around the pipe and ultrasound is sent in
both directions along the pipe. Three of the rings excite
longitudinal waves in the pipe and two excite torsional waves. The
signals are displayed from three different wave modes, namely
symmetrical, horizontal flexural and vertical flexural. The signal
obtained is similar to a conventional ultrasonic A-scan, where the
horizontal axis represents distance along the pipe and the vertical
axis represents thickness change.
5.2.10.4 Linear Phased Array- (LPA) utilizes a transducer that has multiple
elements, each having its own pulsar and receiver and is controlled
by a computerized system. By timing, or phasing the individual
elements, various converging wavefronts can be created. Using
varied phase patterns, different focal points can be achieved.
Recently LPA is often utilized when RT is not practicable.
5.2.10.5 Pulse-Echo Imaging (EPI) - Using standard ultrasonic probes,
pulse-echo thickness measurement and weld inspection with a
Exhibit A - Master Scope of Work - Page25 of 27
Contract No. 4600003245
",,,XTJ;;ilffi'llli'6":l1T'l!'-1'flx?ilixT;
position encoder and appropriate software produces images of
flaws which can be electronicallv saved.
5.2.10.6 Shear Wave or A-SCAN UT (SW) - An ultrasonic wave is
transmitted at a predetermined angle into the test material. Surfaces
normal to the beam path and corner-traps reflect the wave energy
back to the transducer. The display shows the distance the wave
traveled to the imperfection and the relative strength of the energy.
5.2.10.7 Time of Flight Diffraction - (TOFD) the detection of flaws based
on analyzing the arrival time of diffracted sound waves emitted
form a flaw's extremities.
5.2.10.8 Thickness Measurements (UTT) - are performed using a
conventional flaw detector and a compression wave probe, which
sends longitudinal waves into the component at normal incidence
to the surface. Signals are displayed on the flaw detector screen in
the form of an A-scan, in which the horizontal axis represents
distance and the vertical axis represents signal amplitude. Since a
0o compression probe is being used, the horizontal axis is
equivalent to depth from the scanning surface. For FAC see EPRI
Gridding Recommendations.
5.2.11 Thermography (TG) - is the use of an infrared imaging and measurement
camera to "see" and measure thermal energy emitted from an object.
5.2.12 Visual / Optical Testing (VT) - is used extensively to evaluate the condition or
the quality of a weld or component. It is easily carried out, inexpensive and
usually doesn't require special equipment. It requires good vision, good
lighting and the understanding and knowledge of what to look for.
5.2.12.1 Welds (WLD) Note: Technicians must be AWS CWI or Company
approved
5.2.12.2 Geometry Measuring (GM)
5.2.12.3 Boroscoping (BO) Note: Technicians must be Company approved
5.2.12.4 Boiler Conditions (BC) Note: Technicians must be Company
approved
5.2.12.5 Pressure Vessels Conditions (PV) Note: Technicians must be
Company approved
Exhibit A - Master Scope of Work - Page 26 of 27
s.2.12.6
s.2.12.7
Contract No. 4ffi003245
"*y#s,'ffi'xl"H#i?fiflffi*:i
Piping Conditions @C) Note: Technicians must be Company
approved
Hangers GING) Note: Technicians must be Company approved
Exhibit A - Master Scope of Work - Page27 of 27
Contract No. 4600003245
Attachment lto Exhibit A
Scope of Work
Inspection and Acceptance Criteria for Conducting Linear Phased Array (tPA)
Examinations of Boiler Tubing Welds
Purpose
The purpose of this document is to provide the required criteria and a general scope of work for
services to be provided by a Consultant or Non-Destructive Examination (NDE) service
provider.
Proiect Scope of Work
The Consultant or NDE service provider shall comply with all the requirements of the Scope of
Work Specification for Examination of Boiler Components, High Energy Piping and General
Plant Equipment Document
A Work Release, for each project shall be issued by Company. The project description will be
provided by Company for each Work Release which will include a general outline of the
services to be provided.
The Linear Phased Array (LPA) technique of examining boiler tube welding conducted during
boiler overhauls is the primary focus of this Scope of Work.
Consultant or NDE Service Provider Responsibilities
Consultant or NDE service provider shall provide
(including supplemental lighting and extension
examinations.
all labor, PPE, materials, and equipment
cords) necessary to perform required
Erection of scaffolding, removal of insulation, and general surface preparation will be provided
by Company, unless otherwise noted in the individual Work Release.
Consultant or NDE service provider shall be responsible for obtaining the necessary calibration
blocks, at least one week prior to the inspection.
Consultant or NDE service provider shall provide Company with a list of chemical products to
be used in these inspections, the Material Safety Data Sheets for these products, and any special
storage or disposal requirements.
Consultants or NDE service provider's personnel shall be trained in accordance with OSHA
requirements, and will be required to attend the Company Safety training course prior to
entering the plant.
Attachment I to Exhibit A - Scope of Work - Page I of 5
Contract No. 4600003245
Consultant or NDE service provider shall notiff Company, at least one week prior to the
inspections, of any special auxiliary services (i.e., water, electrical or compressed air) which
will be needed for Consultant to perform these inspections.
Consultant or NDE service provider is required to schedule their requirements with Company.
If NDE or other work is being conducted by Company or others, concurrent with Consultant's
inspection, Consultant is expected to make reasonable accommodations for these concurrent
inspections.
Company may perform examinations based upon the Consultant's findings; therefore,
Consultant is required to schedule their efforts to complete the examinations at each location
prior to moving to other locations, unless approved by Company's site representative.
Reporting of results and damage shall be in accordance with section 3.0 of the Scope of Work
Specification for Examination of Boiler Components, High Energy Piping and General Plant
Applications Document
PersonneJ Oualifi cations
LPA Technicians performing and/or evaluating LPA examinations shall be qualified in
accordance with the American Society of Non-destructive Testing Recommended Practices #
SNT-TC-IA. All individuals responsible for data acquisition and/or data analysis shall be
certified ASNT Level II technician or above.
LPA Technicians shall also demonstrate their ability to perform LPA on the Company Flawtech
Coupons. Alternatively the responsible company represented may approve other methods of
qualification than testing using the Company Flawtech Coupons.
Proposals for each Work Release issued shall include recommended staffing level to accomplish
the work within the allotted schedule, allowing adequate time for supplemental inspections, if
needed, to fully characterize all detected indications. Staffing shall include individual(s), as
necessary, depending on specific scope and schedule, to perform data acquisition and
independen t data analysi s.
Resumes of all staff from which the inspection team would be selected should be submitted
with the proposal. The specific role of each individual should be clearly identified. Company
maintains the right to exclude or otherwise restrict utilization of specific individuals solely at
the discretion of Company. No substitution of personnel shall be permitted without the
Company's written approval.
Testing Requirements for Welded Repairs in Companv Boilers
Welding of boiler tubing conducted during planned overhauls in Company boilers is performed
to the requirements of the National Board Inspection Code (NBIC), ANSIAIB-23.
Attachment I to Exhibit A - Scope of Work - Page 2 of 5
Conhact No. 4600003245
Company's standard Quality Assurance procedures require that boiler contractor quality control
personnel conduct a visual examination on each weld at the fit-up, root pass, and final cap
stages of welding.
This visual inspection, along with quality LPA inspections, will provide sufficient examinations
to verify the quality and integrity of contractor tube welding during planned overhauls.
Ultrasonic Testine (UT) - Linear Phased Arrav (LPA) Technical Description
For boiler tube welds conducted during major overhauls "linear phased array" (LPA) ultrasonic
testing shall be used for the detection and charucterization of crack and non-crack like
indications.
Ultrasonic examination (UT) is accomplished through the use of transducers which introduce
high frequency sound waves into the material being examined. These sound waves travel
through the material and are reflected at interfaces such as the back side (inside) of the part or as
the reflections created by cracks or other flaws.
An "array" is a type of ultrasonic transducer that has been divided into many individual parallel
elements. These elements are individually pulsed to simulate many different conventional
probes, thus inspecting a large portion of the weld.
The output image from a LPA unit is a type of polar sweep known as a "sector scan". Using
LPA, a slice of a tube weld can be scanned electronically in milliseconds.
The LPA examinations of boiler tube welding during boiler overhauls shall be in accordance
with the American Society of Mechanical Engineers (ASME), Boiler and Pressure Vessel Code
(BPVC), Section 5, Nondestructive Examination, Article 4 - "Ultrasonic Examination Methods
of Welds".
Size and Tvpe of Boiler Tubine to be Examined usins LPA Techniques
Boiler tubing to be examined during boiler overhauls will typically be between 1.75" OD and
3.50" OD, between 0.148" MWT and 0.500" MWT, and meet material specifications from
ASME, BPVC, Section l, Power Boilers, Part PG-9, "Pipes, Tubes, and Pressure Containing
Ports ".
Acceptance/Reiect Criteria for LPA Examinations of Boiler Tube Welds
Personnel performing LPA examinations shall exhibit proof of competence through the use of
training standards provided by Company. These training standards shall consist of tube weld
samples containing known flaws. NDE personnel shall prove their ability to determine
acceptance or rejection of these flaws at a 95o/o rate. The Acceptance/Reject Criteria for LPA
Examination are as follows:
Attachment 1 to Exhibit A - Scope of Work - Page 3 of 5
o Rejectable
o Tube MWT < .250", indications exceedingYn"o Tube MWT > .250", indications exceeding %"
Contract No. 4600003245
length with a height > ll16",
length with a height > l/8".
ln
in
o i.e. root concavity, weld reinforcement, etc.:
o Concavity on the root surface of single-welded butt joints is permitted if the depth of
the concavity of the weld metal does not exceed the lesser of 3132" or 20o/o of the
thinner of the two sections being joined when the resulting thickness of the weld is at
least equalto the thickness of the thinner member of the two sections being joined.
o Abrupt transitions to concavity are not acceptable.
o Weld reinforcement shall apply to the internal surface as well as the external, and
shall not exceed the limits as specified in the ASME applicable code section, or,
o Tubing material < .375" MWT shall not exceed l/16" intemal weld reinforcement.
The responsible company represented may approve or establish varying criteria from those
identified above.
Dailv On-Site Reportins Requirements
In order to assist the boiler contractor QC personnel to meet the inspection requirements, as
specified by the Company QA/QC Welding Requirements for Boiler Overhauls document, the
NDE contractor personnel, performing the LPA inspections will provide the boiler contractor
personnel a daily list (reader sheet) of welds that have been examined by the LPA technique.
This reader sheet will contain the following information:
o Location of the weld by boiler system, i.e. low temp superheat, reheater, front coutant
a
a
a
a
a
a
slope, etc.
Weld identification, i.e. tube number, pendent or assembly number, weld elevation, etc.
Welder(s) identification, i.e. CM, MC, RS, 1234, etc. (any random LPA examinations
conducted by the NDE contractor personnel will be marked as "random" for welder
identifications.
Material specification, i.e. SA2l0-Al,2.5" O.D.,.220" MWT, etc.
Date of LPA weld examination.
Results of the examination, which will include:
Defect or discontinuity found during examination,
Location of discontinuity or defect found during examination,
Either acceptance or rejection of the tube weld, per the Company Linear Phased Array
criteria,
Disposition of rejected weld, including date of re-examination, and acceptance or
rejection.
a
a
Attachment I to Exhibit A - Scope of Work - Page 4 of 5
Contract No. 4600003245
Final Reoort
NDE Contractor shall provide a final report of LPA examinations of all tube welding conducted
during boiler overhaul.
This report shall include the following information:
o Total number of welds examined,o Total number of welds examined per boiler component, i.e. low temp superheat,
reheater, front coutant slope, etc.,o Total number of rejected welds found during the examinations,o Total number of rejected welds per boiler component,o Flaw characterization of rejected welds found during examinations,
o Flaw characterization of rejected welds per boiler component,o Contractor QA verification of final results.
Electronic copies of all daily reports and the final report will be provided to the Company at
completion of the examinations and prior to NDE Contractor LPA personnel leaving the plant
site.
END OF DOCUMENT
Attachment I to Exhibit A - Scope of Work - Page 5 of 5
Contract No. 4600003245
Attachment 4 to Exhibit A
Scope of Work
General NDE Services
Purpose
The purpose of this document is to define a general scope of work for NDE services, as well
as establish minimum criterion, specifications and standards by which these services shall be
performed.
Proiect Scope of Work
The Company requires NDE services on an as needed basis. The NDE services may be
performed on any general plant applications as determined by the responsible engineer or
manager.
The Consultant or NDE service provider shall comply with all applicable sections of the
Scope of Work Specification for Examination of Boiler Components, High Energy Piping
and General Plant Equipment Document
A Work Release, for each project shall be issued by Company. The project description will
be provided by Company for each Work Release which will include a general outline of the
services to be provided.
Depending on the urgency preliminary verbal analysis or written summary of results may be
required.
In all cases a thorough written report describing the analysis procedure and results will be
submitted to the company representative.
Consultant or NDE Service Provider Responsibilities
Consultant or NDE service provider shall provide all labor, PPE, materials, and equipment
(including supplemental lighting and extension cords) necessary to perform required
examinations.
Consultants or NDE service provider's personnel shall be trained in accordance with OSHA
requirements, and will be required to attend the Company Safety training course prior to entering the
plant.
Erection of scaffolding, removal of insulation, and general surface preparation will be
provided by Company, unless otherwise noted in the individual Work Release.
Consultant or NDE service provider shall be responsible for obtaining the necessary
calibration blocks. At least one week prior to the inspection,
Consultant or NDE service provider shall provide Company with a list of chemical products
to be used in these inspections, the Material Safety Data Sheets for these products, and any
special storage or disposal requirements.
Attachment 4 to Exhibit A - Scope of Work - Page I of 2
Contract No. 4600003245
Consultant or NDE service provider shall notiff Company, at least one week prior to the
inspections, of any special auxiliary services (i.e., water, electrical or compressed air) which
will be needed for Consultant to perform these inspections.
Consultant or NDE service provider is required to schedule their requirements with
Company.
If NDE or other work is being conducted by Company or others, concurrent with
Consultant's inspection, Consultant is expected to make reasonable accommodations for
these concurrent inspections.
Company may perform additional examinations based upon the Consultant's findings;
therefore, Consultant is required to schedule their efforts to complete the examinations at
each location prior to moving to other locations, unless approved by Company's site
representative.
Technical Reo uirements
Personnel performing NDE shall be qualified in accordance with the latest revision of the
American Society of Non-destructive Testing Recommended Practices # SNT-TC-IA.
All individuals responsible for data acquisition and/or data analysis shall be certified either
Level II or Level III in the appropriate discipline. These individuals shall also have
documented and verifiable experience applying the specific inspections for high energy
piping inspection.
No portion of the Scope of Work may be subcontracted to other vendors nor may contract
technical support be utilized without Company's approval.
END OF DOCUMENT
Attachment 4 to Exhibit A - Scope of Work - Page2 of 2
Confidential
Exhibit B
Price Schedule
EXHIBIT B IS CONFIDENTIAL AND WILL BE
PROVIDED SEPARATELY.
Exhibit Cl
Fonu or Puncnasr Onpsn
Plcm'rConp
YHncrnEonp\ Aim^xirc I{ Elali6Y Bour{Ga corHtaY
PacifrCotp
Procurcment
825 NE Multnomafi $hoet, Sutle $tl0
Portland, Oregon 97232
Sample Release
Pagelof 2
O1l$il2Afi 14246:12
version 1
Purchase Order
CONTRACTOR
DALLAS,TX 97654
USA
Vendor Phone;
Vendor Fax:
PacifiCorp
Accounts Payable Dopartment
P.O. Box 3040
Portland, OR 97208 - 3040
Date 81l01tzofi
Vendor No.
Payment Terms Dercriptlon NET 30
Buyer
Phone
Fax
Delivery Dde 0ilail2011
lnco Terms Deccrlptlon N/A
Inco Tems (Part X) N/A
of ladlng and correspondsnce. Scnd involces to Accounts Payabh
Department. Notlfy buyer lmmedlately: (t) if unabla to ahlp or
delhrer on dates speclfled bslow or (2) when descrlptlon l*
or superceded.
EXECUTED BETWEEN PACIFICORP AND CONTRACTOR.
This Worft Release is enterod into by and between ('Contracbf) and PACIFICORP ('Company').
Refrrence Exhibit A" Scope of Work or the applicable Scope of Work reterencod herein for definition of work to b€ perbrm€d.
Reference Exhlblt C of the GenEral Services Contrac{ or lhe applicable pricing schedule referenc,ed herein for pricing appliceble to thi6 Release.
To fadlitate prompt payment, on6ur€ all invoices list the Purchasa Order Work Release Number and are addressed andlor omailed to:
PacifiCorp Energy
do
Currency: USD
Valid From: OUAIEAfl To 1213112011
Item lrlaterlaUDescrlption Quantlty Ui,Net Prlca Per UM NetAmount
10 r.00 svc
General Services
Release Order Againot Coniract: :160000)00(X
0.00 1 svc 0.00
kPacrrfonp\ ArcAnlc il ENtiGVTOLOfitE Corrt aft
Pactf,Carp
Pracurament
825 NE ilultnomah Sras(, Suite $10
Portland, Aregon 97232
- a5,14naag
Page2at 2
01n1P:01114:'46:12
Purchase Order
Total Net Value USB 0.00
Vendor ehall fumish the Goods and Services cpeclfted above in accordance wilh tfiis Purchage Order, lncludlng the provlsions set forth on the
face hereof and any otfier pwltions attacfied io, incorporated into, or othenuise made a part of ihit Purchase Order.
Thls Purcfia3e Order $hall be govemed by the term6 and conditions of the liaster Agrcement executed by the partiec to this Purchass Order
to whlch tfie iteme In lhis Furchase Order are identlfied.
Exhibit C2
FoBM or PURCHAST Onnnn
MIDAMERICAN ENERGY COMPAIIY
- -- 'MidArne.riea.n
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lllUEnergy-PUFCHASE ORDER
Siema Pacific Power Company Nbla NV Energy NVE)
Send InvoiceTo: Purchase Order : 00146515R00008
NVEnergl,Accou:rlr Payable Revision r Release r 00m8
PO BOX 10100 Date Printed : lL/221L3
RENOIW8952G0024 Page Number : 1
Counterp.rty: Pleosr Direct Inquiries to:
LISATOY
ATTNSALES Title : PIJRCFIASNGAGENTI
POBOX79OO Dept : Proqremert
SAN F"RANCISCO CA 94120 Phone: [phone] Ext:
Fax | 0A4402-0626
Itoy@venerg',.coB
*&BLANKET ORDEF RELEASE *
PaymentTerms r % Days Net 30 Days ERSr N RefContract:
Primrry Slip Tor SIERRAPACIFIC POWER COMPANY
Deliver 6:30arn - lPrr, M-F onlY
Valmy Power Sation
I-8Q Stonehouse F;it2L2 .
North ValmyNV89438
ATTN:Receiving
Transit type : BEST WAY - SHIPPER'S OPTION Carrier Name r
fOB ; DESTIhIATION FREIGFITPREPAID CHARGED IOB Point : DESTINATION
Instruclions & Notes
This Blanket Purchase Order is written
as an Invoice and Rmdingreference.
Please Refermce PO and RELEAS
on ali iuvoices.
PLEAS NOTE: MAY CONTAIN MULTIPIJ
.SHIP TO'ADDRESSES
Purchasing POC:
Lis€Toy 7U2.4O2.54L5
Line Qty UP Catalog ID
0001 2 EA 000083189
Qtys 2 Delivery Dater LL/22/L3
Descriptionl
I I - f t r r' 4 i a I: (
Unit Price Exteusion
TAXABLE
PURCHASE ORDERlllVEnergy-
Siema Pacific Power Company dlbla NV Energy (NVE)
Send Invoice To: Purchase Order : 00146515R00008
lwEnergr, Accouits Payable Revision : Release I 00008
PO BOX 101m Date Printed : LLl22lL3
RENONV89520-0024 Page Number | 2
MfrlVeldor : {, t. }
Model :
Part : 9700G030/9I56BI.IWP
Purclnse Order Totol Antuuttl
TOTALTHIS Por
* * ,. End of Purchase Order * * *
Courterpqfiy's written arceptarEe, delivery of goods ot services, or
perforoance of rhia Purohase Order cre0tes a couhact NV Eoergi's Standarrl
Puchase Oder Terms aod Coftliliorn apply.
TIis Purclusc Order oay bc used to accept for -,1 offcts subraittcd iu response
to a Request for Proposal (RFP), or to fur:d bilaterally exeotted coflEacts.
h euch cascs, thc ter:ns and coDditiono oftlre RFP or the Contact spply afil
take peccdence over NV Enctgr's Starrlald Purchase Order Tcrms and Conditiou.
The prties agree tlat lbis Purchare Order shall be govemed by tr Tems ard
CoDditiorrs located at:
Ittp:/futw.wenerry. coE/coryany/doingpusines s/supplier6/index. cf Bl
whioh ,re incolporated hereifl by r€f€rerpe. SeUer rcpresetrt.s by it6 executio!
hereof or lrerforroaoce bereufiie, tll8l it Ins read and agrccs ro be bourl by
sucb teros and corxlitions.
LISATOY
Designated Buyer
Contract No. 4600003245
EXHIBM C.3
FORM OFRELEASE
PACIFICORP
Release No. [ ]
This release ("Release") is entered into by and between PacifiCorp ("Company'') and Metalogic Inspection Services
LLC ("Consultant").
RECITALS
A. Consultant and Company entered into that certain Professional Services Contract No. 4600003245
("Contract") effective as of [ ].
B. Pursuant to ARTICLE 3 ofthe Contract, Consultant and Company desire to identifr certain work (the
"Work") to be performed by Consultant pursuant to the Contract and to reach certain other understandings with
respect to the Work.
C. Capitalized terms used but not defined herein have the meanings ascribed thereto in the Contract.
AGREEMENT
It is therefore agreed as follows:
1. Scope of Work and Location:
Consultant shall perform the Work and furnish all Equipment as specified in the Scope of Work, attached hereto as
Attachment 1 - Scope of Work.
Consultant will fumish all Equipment for the Work, except those materials specifically identified in Exhibit I l.
The location where the Work is to be performed is Company's [insert name/description of Work Site].
2. Period of Performance of Work:
The period of performance begins upon execution of this Release, and Consultant shall complete the Work on or
before [insert Work completion date].
3. Desislated Representatives:
Consultant: MetalogiclnspectionServicesLLC
Attention: Ryan Brashier, Regional Manager of US Operations (Denver Colorado)
RBrashier@metalosici nspection.com
720-660-1211
1 148 South Clarkston Street
Denver, Colorado 80210
Company:
Telephone l- I
4. Pricing:
As consideration for the satisfactory performance of Consultant's obligations under this Release, Company shall pay
Consultant $l l. Complete pricing detail is referenced in Attachment 2 - Pricing.
Form of Release - Professional Services
contract No. 4600003245
5. Payment/Retention Provisions:
The following special payment and/or retention provisions shall apply:
t
6. AccessReouirements:
The Work will require:
o Authorized unescorted physical access to Company's Facilities
n Authorized cyber access to Company's CIPS Covered Assets
7. Additional Terms and Conditions Applicable to the Performance of the Work (e.e.. additional insurance
reouirements. liquidated damases. etc.):
I
IN WITNESS WHEREOF, this Release has been executed
shall be effective as ofthe date executed by Company.
CONSI.JLTANT:
METALOGIC INSPECTION SERVICES LLC
by the duly authorized representatives ofthe parties and
COMPANY:
PACIFICORP
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
Attachment 1 - Scope of Work
Attachment 2 - Pricing
Form ofRelease - Professional Services
Contract No. 4600003245
Form ofRelease - Professional Services (9-201 I )
Contract No. 4600003245
Form of Release - Professional Services (9-201 I )
CoNTRACT NO. 4600003245
LETTER 8ffifJt?ERMS
The following are the terms and conditions required by Company when establishing a Letter of Credit.
same.
institution approved by Company.
and one of the two following statements, signed by a representative of Company, reading as follows:
l. We hereby certify that the Applicant has violated the terms and conditions of the Contract dated
month/datelyear. The undersigned, an authorized representative of Company (Beneficiary) hereby certifies
that the Applicant has failed to comply with and/or violated the terms and conditions of that certain
Contract (s) signed by and between the Applicant and Beneficiary and the amount of the accompanying
draft drawn under Letter of Credit No. #0000000 represents the amount the Beneficiary is entitled to draw
on the Letter of Credit as a result of the occurrence of such failure to comply and/or violation; or
2. Applicant has not renewed or provided to Beneficiary an acceptable replacement Letter of Credit within
thirty (30) days of expiration of the original Letter of Credit No. 0000000.
presentment.
either mail or courier with the address of the issuing bank stated as the point of delivery.
End of Exhibit D
1l-20r I
Berkshire Hathaway Energy
666 Grand Avenue, Suite 500
Des Moines, IA 50309-2580
CalEnergy Generation
7030 Gentry Road
Calipatria, CA92233
CalEnergy Philippines
24Floor,6750 Building
6750 AyalaAvenue
Makati, Metro Manila
Philippines 1226
HomeServices of America, Inc.
333 South 7th Street, Suite 2700
Minneapolis, MN 55402
Kern River Gas Transmission Company
2755 East Cottonwood Parkway, Suite 300
Salt Lake City, UT 84121
Metalogic Inspection Services
400, 10525- 170 Street
NW Edmonton Alberta
Canada,TsP 047
MidAmerican Energy Company
666 Grand Avenue, Suite 500
Des Moines, [A 50309-2580
MidAmerican Renewables, LLC
666 Grand Avenue, Suite 500
Des Moines, IA 50309-2580
MidAmerican Transmission
825 NE Multnomah Street. Suite 1600
Portland, OP.97232
Contract No. 4600003245
Exhibit E
AnrTInrnS LIST axo PRINcIPAL BUSINESS ADDRESS
Nevada Power Company
dba NV Energy
6226West Sahara Avenue
Las Vegas, NV 89146
Northern Natural Gas Company
llll South l03rdStreet
Omaha, NE 68124-1000
Northern Powergrid
Lloyds Court
Newcastle
United Kingdom
50322-7916
PacifiCorp
825 NE Multnomah Street, Suite 400
Portland, OR97232
Sierra Pacific Power Company
dbaNV Energy
6100 Neil Road
Reno, NV 89511
4-2014
Contract No. 4600003245
Exhibit F
2014 Berkshire Hathaway Energy Company
Affi liate P articipation Letter
TO:
Metalogic Inspection Services LLC
This letter confirms the intent of [AFFILIATE] to participate in and utilize the contract
documents of the Metalogic Inspection Services LLC contract (the "Contract") between
Berkshire Hathaway Energy Company and Metalogic Inspection Services LLC that became
effective [DATE]. We have reviewed the terms and conditions of the Contract in detail and
agree to abide by them. It is understood and agreed that each Affiliate participating in this
Contract is solely responsible and liable for its own purchases and payment to the appropriate
entity for products or services provided to that Affiliate. Berkshire Hathaway Energy
Company and the other Affiliate companies shall have no liability for payment or other
obligations, contractual or otherwise, incurred by the specific Affiliate.
Further, we agree and acknowledge that the terms, conditions, and applicable appendices or
exhibits set forth in the Contract will apply to Metalogic Inspection Services LLC and
(AFFILIATE). As a participating majority-owned Affiliate, in return for Metalogic
Inspection Services LLC's commitments, it is our intention to purchase material, equipment,
or work in accordance with the Contract. It is understood and agreed that material,
equipment, or work will be provided in accordance with this Contract.
All invoices for material, equipment, or work
follows:
Affiliate Name
Attn:
Address:
Sincerely, IAFFILIATE]
for [AFFILIATE] shall be addressed as
Printed
Title:
By
Date:
4-2074
Contract No. 4600003245
Exhibit G
UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
(Civil Code $813& Operative July 1, 2012)
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN,
STOP PAYMENT NOTICE, AND PAYIVTENT BOND RIGHTS
UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR GTVING
UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGATNST YOU IF YOU
SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID,
USE A CONDITIONAL WAIVER AND RELEASE FORM.
Identifying Information
Name of Claimant:
Name of Customer:
Job Location:
Owner:
Unconditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the
claimant has for all labor and service provided, and equipment and material delivered, to the
customer on this job. Rights based upon labor or service provided, or equipment or material
delivered, pursuant to a written change order that has been fully executed by the parties
prior to the date that this document is signed by the claimant, are waived and released by
this document, unless listed as an Exception below. The claimant has been paid in full.
Exceptions
This document does not affect the following:
Disputed claims for extras in the amount of: $
Signature
Claimant's Signature:
Claimant's Title:
Date of Signature:
t-2014'
Contract No. 4600003245
Appendix I
to Professional Services Contract
Special Conditions
Applicable to PacifiCorp
CIPS Covered Assets and Critical Infrastructure Information
NERC CIPS Requirements
NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC)
CRITICAL INFRASTRUCTURE PROTECTION STANDARDS (CIPS)
Capitalized terms used herein shall have the same meaning as set forth in the Contract, unless the
context may otherwise require.
Defined Terms:
The terms used in these Special Conditions applicable to PacifiCorp shall have the following
meaning:
Company's Criteria shall mean applicable requirements used as the baseline for determining
whether an individual is a resfiicted person, as set forth on Schedule l, "Background Check
Criteria."
Company's Facilities shall mean any facilities owned, operated or otherwise confolled by
Company, which require Company authorization to obtain access.
Critical Infrastructure Information shall mean information conceming CIPS Covered Assets that:
(i) relates to the production, generation or transmission of energy; (ii) could be useful to a person
planning an attack on critical infrastructure; and (iii) provides strategic information beyond the
geographic location of the critical asset, and which is identified as Critical infrasfiucture [nformation
by Company.
Sensitive Personnel shall mean all Personnel with authorized unescorted physical access or
authorized cyber access to Company's CIPS Covered Assets.
Unescorted Personnel shall mean all Personnel with authorized unescorted physical access to
Company's Facilities.
SECTION 1: ACCESS TO COMPANY,S F.ACILITIES
1.1 Requirements for Unescorted Personnel and Sensitive Personnel
Company shall specifu in the Scope of Work whether or not the Work or Services under
this Contract requires: (i) authorized unescorted physical access to Company's Facilities (1e., use of
Unescorted Personnel); or (ii) authorized unescorted physical access or authorized cyber access to
Company's CIPS Covered Assets (r.e., use of Sensitive Personnel). For all Personnel who require
such access, Consultant shall:
(a) Ensure that Unescorted Personnel and Sensitive Personnel have passed the
background checks outlined in subsection 1.3(a) consistent with the Company's Background
Check Criteria set forth on Schedule 1 prior to requesting unescorted physical access and/or cyber
access to Company's Facilities andior CIPS Covered Assets, as applicable;
(b) Ensure that Unescorted Personnel and Sensitive Personnel complete Company
provided or approved initial CIPS compliance training prior to requesting unescorted physical
access and/or cyber access to Company's Facilities and/or CIPS Covered Assets, as applicable;
(c) Ensure that Unescorted Personnel and Sensitive Personnel have passed
Consultant's drug and alcohol exam and are in compliance with Consultant's substance
abuse/drug and alcohol policy as outlined in Section 2; and
Contract No. 4600003245
(d) Keep accurate and detailed documentation to confirm completion dates for
background checks, all CIPS compliance training (initial and annual training, to the extent
applicable), and drug tests, and ceftiry to Company such documentation by completing a
Contractor/Vendor Information Fornl attached as Schedule 2 hereto, for each Unescorted
Personnel or Sensitive Personnel.
Consultant shall not allow any Unescorted Personnel or Sensitive Personnel who have not met the
foregoing requirements of this subsection l I to perform Work or Services, unless Consultant has
received prior written consent from Company.
1.2 Additional Access Requirements Specific to Sensitive Personnel
In addition to the access requirements outlined in subsection l.l, with respect to all
Sensitive Personnel, Consultant also shall:
(a) Ensure that Sensitive Personnel (and any Personnel with access to Critical
lnfrastructure lnformation) are informed of and comply with Company's Critical lnfrastructure
Information requirements contained in the Contrac! including the additional requirements
applicable to Critical Infrastructure Information set forth in Section 4 herein, and any
confidentiality agreement previously executed by Consultant, if applicable;
(b) In addition to the initial CIPS compliance training requirement outlined in
subsection Ll(b), ensure that Sensitive Personnel complete Company provided or approved CIPS
compliance training within Company's prescribed training window, and not less than on an annual
basis; and
(c) Immediately report both (i) Sensitive Personnel terminations for cause and (ii) all
other Sensitive Personnel terminations or changes in employment status for those who no longer
require access, to the Company's Technology Resource Center (TRC). The TRC is available by
calling either [phone] or [phone].
Consultant shall not allow any Sensitive Personnel who have not met the foregoing requirements
of this subsection 1.2 to perform Work or Services, unless Consultant has received prior written
consent from Company.
1.3 Perconnel Screening/Background Check Requirements for Unescorted Personnel
and Sensitive Personnel
For all Unescorted Personnel or Sensitive Personnel, the following requirements must be
met by Consultant:
(a) Consultant shall conduct, at Consultant's cost and expense, the requisite
background checks for the current and past countries ofresidence ofall Unescorted Personnel and
Sensitive Personnel consistent with the Company's Background Check Criteria set forth on
Schedule l. All background checks will be conducted in accordance with federal, state, provincial,
and local laws, and subject to existing collective bargaining unit agreements or other agreements,
if any.
(b) Following the initial background check to obtain authorization for access, the
background checks 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 identity verification and
seven (7) year criminal background check, including all convictions for a crime punishable by
imprisonment for a term exceeding one (l ) year.
(c) Consultant shall ensure that each of the Unescorted Personnel and Sensitive
Personnel sign an appropriate authorization form prior to background checks being conducted,
acknowledging that the background check is being conducted, and authorizing the information
obtained to be provided to Company.
(d) Company has the right to audit Consultant's records supporting each
Contractor/Vendor Information Form, attached as Schedule 2, submitted to Company, including
background check results, and to verif,, that the requisite background checks and drug tests were
Contract No. 4600003245
performed consistent with Company's Background Check Criteria set forth on Schedule l.
Consultant shall provide Company with all requested records supporting Contractor/Vendor
Information Forms within a reasonable time after receiving such reques! and in the form
requested by Company, but not longer than three (3) business days following the date of such
request.
(e) For purposes ofthis Contract, a background check is considered valid pursuant
to the Company's Background Check Criteria, set forth on Schedule l, if it was completed within
two (2) years prior to the date on which the Consultant signed a Contractor/Vendor Information
Form for each Unescorted Personnel and Sensitive Personnel. Regardless of when performed, all
background checks shall be documented pursuant to the requirements set forth in this subsection
1.3.
(0 In the event Company notifies Consultant of the impending expiration of the
background check ofany Unescorted Personnel or Sensitive Personnel, Consultant shall provide
an updated Contractor/Vendor Information Form reflecting a refreshed background check within
twenty (20) days ofreceipt ofthe notice, in order to avoid revocation ofsuch person's access.
1.4 Consultant Designee
Consultant shall designate one person to be responsible for compliance with the
requirements of this Section I and all reporting and inquiries (other than Sensitive Personnel
terminations or changes in employment status) shall be made via e-mail to CIPS-
[e-mail]. Sensitive Personnel terminations or changes in employment status
should be reported to the TRC pursuant to subsection 1.2(c).
SECTION 3: ADDITIONAL REQUIREMENTS APPLICABLE TO CRITICAL
INFRASTRUCTI.JRE INFORMATION
Confidential Information of Company labeled as Critical Infrastructure Information shall
be protected consistent with the following requirements: (a) Critical Infrastructure Information
shall be protected at all times, either by appropriate storage or having it under the personal
observation and control of a perscin authorized to receive it; (b) each person who works with
protected Critical Infrastructure Information is personally responsible for taking proper
precautions to ensure that unauthorized persons do not gain access to it; (c) reasonable steps shall
be taken to minimize the risks of access to Critical Infrastructure Information by unauthorized
personnel (when not in use, Critical Infrastructure Information shall be secured in a secure
containero such as a locked desk, file cabinet or facility where security is provided); (d) documents
or material containing Critical Infrastructure Information may be reproduced to the minimum
extent necessary, consistent with the need to carry out the Work or Services, provided that the
reproduced material is marked and protected in the same manner as the original material; (e)
material containing Critical Infrastructure tnformation should be disposed of through secured
shredding receptacles or other secured document destruction methods; (f) Critical Infrastructure
Information shall be transmitted only by the following means: (i) hand delivery; (ii) United States
first class, express, certified or registered mail, bonded courier, or through secure electronic
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 documents do not meet the encryption
requirements); and (g) documents or material containing Critical Infrastructure Information shall
be retumed to Company or certified destroyed upon completion of the Work or Services.
Contract No. 4600003245
Schedule I
Special Conditions Applicable to PacifiCorp
Background Check Criteria
Company has a policy, "Badge and Access Standards," which outlines Company standards,
procedures, compliance policies and workforce 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 ofthe 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, 2008. The
CIPS were adopted to ensure that electric utilities, as part ofthe nation's critical infrastructure, are
able to sustain and secure against vulnerabilities that may threaten the electric system and the
utilities that operate it. Specifically, Standards CIP-001 through CIP-009 provide a cyber security
framework for the identification and protection of assets critical to the reliable operation of the
bulk electric system (ie., CIPS Covered Assets).
In order to ensure 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 (l'.e.,
Unescorted Personnel) andlor authorized unescorted physical access or authorized cyber access to
CIPS Covered Assets (including control centers, substations, generation plants, critical cyber
assets, etc.) (l'.e., Sensitive Personnel) have the appropriate security clearance and security
training. A background check ofConsultant's Unescorted Personnel or Sensitive Personnel will be
considered valid pursuant to these Criteria if it was completed within two (2) years prior to the
date the Consultant signed a Contractor/Vendor Information Form for each such person.
Individuals who are considered "restricted persons" may not have unescorted access to Company's
Facilities or CIPS Covered Assets. An individual will be considered a "restricted person" if the
person meets any of the following criteria:
r Is currently under indictment for a crime punishable by imprisonment for a term
exceeding one (1) year;
Has been convicted (within the past seven (7) years) in any court of a crime punishable
by imprisonment for a term exceeding one (l) year;
ls currently a fugitive from justice; or
Is an alien illegally or unlawfully in the United States.
Ifan individual's background check indicates that he/she meets any ofthe above criteria, the
individual will be considered a "restricted person" and unescorted access to Company's Facilities
or CIPS Covered Assets will not be authorized.
End ofSchedule I
Contract No. 4600003245
Schedule 2
Special Conditions Applicable to PacifiCorp
Company Name:
Address:
Phone:Fax:
Contractor / Vendor Name:
(lnclude middle initial, if applicable: First, Middle, Last)
(1) Successfully Passed Employer's Drug and Alcohol Exam? Yes _ No _
Date Completed:
(Yes - mm/ddrlyyy)
Successfully Passed Employer's Background Check?
Date Completed:
(Yes - mm/dd/yyyy)
Successfully Completed PacifiCorp's Security trainings? Yes _
Date Completed:
(Yes - mm/dd/yyyy)
I hereby ceftify that the information provided regarding the Contractor / Vendor is
accurate and documentation to support this information will be retained by
Contractor / Vendor employer and provided upon Company's request
Manager Signature of Contractor / Vendor Employer Date
(2)
(3)
Yes No_
Signature of PacifiCorp Hiing Manager Date
Printed Name of PacifiCorp Hiing Manager
lf Contractor / Vendor did not pass the Background Check or Drug and Alcohol
Exam, but an exception is requested provide reason for exception:
Contract No. 4600003245
Accepted by PacifiCorp Chief Compliance Officer Date
Contractor / Vendor will not be permitted access to Company controlled areas without the
completion of Drug/Alcohol, Background verifications and completion of security training.
Send the completed form electronically to Corporate Physical Security at " Access
Administrators" ([e-mail]) for ID badge issuance. The form may be
attached to a request for physical access.
End ofSchedule 2
Contract No. 4600003245
Appendix2
to Professional Services Contract
Special Conditions
Applicable to MidAmerican Energy Company
CIPS Covered Assets and Protected Information
NERC CIPS Requirements
NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC)
CRITICAL INFRASTRUCTURE PROTECTION (CIP) STANDARDS
Capitalized terms used herein shall have the same meaning as set forth in the Contract, unless the context may
otherwise require.
I. PERSONNEL RISK ASSESSMENTS, TRAINING, SECURITY AWARENESS, INFORMATION
PROTECTION, PERSONNEL CHANGES AND DOCUMENTATION
Consultant and all Personnel employed by or otherwise engaged by Consultant with authorized cyber or
authorized unescorted physical access to Company's (hereinafter also referred to as "MidAmerican") CIPS
Covered Assets and/or Protected Information, shall comply with (a) all requirements of the NERC CIP
standards, including and not limited to (b) MidAmerican's Personnel Risk Assessment Program,
Training Program, Security Awareness Program, and lnformation Protection Program, incorporated herein by
this reference, or Consultant's programs for personnel risk assessment, training, security awareness and
information protection, if MidAmerican has reviewed and verified and approved the same.
In conjunction with the NERC CIP standards, Consultant shall ensure NERC CIP compliance and
communicate all requirements to Personnel. Consultant shall (a) conduct personnel risk assessments
consisting of an identity verification (at a minimum social security verification of U.S. citizens) and seven (7)
year criminal background check and provide written certification as specified in Section 2 of these Special
Conditions for all Personnel (except if access is only to non-public CIP sensitivity classification
Protected Information); (b) fully inform and train all Personnel on requirements of CIP standards prior to
accessing CIPS Covered Assets and/or Protected Information and shall quarterly reinforce security awareness. If
Consultant feels any of MidAmerican's training or security awareness materials are inappropriate or desires to
use Consultant's training or security awareness materials, Consultant shall provide Notice to MidAmerican,
and provide the training and/or security awareness documents and any improved practice to MidAmerican
for review, verification and approval; (c) furnish MidAmerican a list that shows by name of Personnel, the
completion date of each training course, and what materials were utilized; (d) furnish MidAmerican a list
describing the security awareness materials used and dates and how the security materials were distributed; (e)
provide MidAmerican with a list of Personnel authorized to handle MidAmerican's protected CIP
information that shows Personnel's information sensitivity classification clearance level and assure Personnel
adhere to Protected Information handling procedures; (f; report Personnel terminations for cause immediately to
MidAmerican but not longer than twelve (12) hours from time of termination and report all other Personnel
terminations or changes in employment status for those who no longer require access within twelve (12) hours
from time of occurrence; and (g) keep accurate and detailed documentation to confirm compliance with
requirements of NERC CIP standards as specified in Section 3 of these Special Conditions.
MEC NERC CIPs 02/10fi0
Consultant shall designate one person to be responsible for compliance with the Contract requirements.
Reporting relating to this section shall be to MidAmerican's designated authorized representative.
In case of conflict or inconsistency between MidAmerican's programs and requirements of the NERC CIP
standards, the NERC CIP requirements shall govern.
2. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED
SCREENING
If requested by MidAmerican, Consultant shall conduct, at its sole cost and expense, criminal background
checks for the current and past counties ofresidence on all Personnel that have cyber or unescorted physical
access to MidAmerican facilities or North American Electric Reliability Corporation CIPS Covered
Assets or Protected lnformation. The background checks shall be updated no less frequently than every seven (7)
years or for cause. At a minimum, an identity verification (social security number verification for U.S. citizens)
and seven (7) year criminal background check including felony or misdemeanor convictions involving: (a)
violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required, employment
history, education verification and professional certifications may also be required by MidAmericin. All
background checks will be conducted in accordance with federal, state, provincial, and local laws, and subject to
existing collective bargaining unit agreemen6 or other agreements, if any. Consultant shall not allow persons who
have not met MidAmerican's criteria to perform Work or Services or access CIPS Covered Assets or Protected
Information, unless Consultant has received written authorization from MidAmerican. Consultant shall supply a
certification that meets MidAmerican's criteria for all Personnel employed or engaged by Consultant. Consultant
shall ensure that all Personnel sign an appropriate authorization form prior to criminal background checks being
conducted, acknowledging the background check is being conducted and authorizing the information obtained to
be provided to MidAmerican.
It is understood and agreed that MidAmerican may review Consultant's policies, background checks and related
documentation upon request, subject to applicable federal, state and/or local statutes or regulations.
MidAmerican may also request that Consultant provide an ongoing and updated list of persons that have been
denied authorization to perform Work or Services for MidAmerican or denied access to MidAmerican assets,
information or facilities.
3. AUDIT
Consultant shall keep such full and detailed documentation as may be necessary for substantiation of
compliance with this Contract. The method for maintaining documentation shall be satisfactory to
MidAmerican. MidAmerican or its designee shall be afforded access to, and allowed to make copies of all
Consultant's records, books, correspondence, instructions, drawings, agreements, memoranda and similar data
that, in MidAmerican's judgment, relate to this Contract. This documentation will be available at Consultant's
regular place of business during normal working hours or provided to MidAmerican in a reasonable alternative
manner as may be requested by MidAmerican. Consultant shall preserve all such documentation for a
period of three (3) years after completion of the Work or Services or longer where required by law. These
requirements shall also apply to all Personnel, of any tier, and to all companies that are wholly or partially
owned by or are affiliated with Consultant.
End of Appendix 2
Contract No. 4600003245
Appendix 3
to Professional Services Contract
Special Conditions
Applicable to NV Energy
CIPS Covered Assets and Protected Information
NERC CIPS Requirements
NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC)
CRITICAL INFRASTRUCTURE PROTECTION (CIP) STANDARDS
Capitalized terms used herein shall have the same meaning as set forth in the Contract, unless the context may
otherwise require.
1. PERSONNEL RISK ASSESSMENTS, TRAINING, SECURITY AWARENESS, INFORMATION
PROTECTION, PERSONNEL CHANGES AND DOCUMENTATION
Consultant and all Personnel employed by or otherwise engaged by Consultant with authorized cyber or
authorized unescorted physical access to Company's (hereinafter also referred to as "NV Energy") CIPS
Covered Assets and/or Protected Information, shall comply with (a) all requirements of the NERC CIP
standards, including and not limited to (b) NV Energy's Personnel Risk Assessment review and
NERC/CP Training Program, incorporated herein by this reference, or Consultant's programs for personnel risk
assessment, training, security awareness and information protection, if NV Energy has reviewed and verified and
approved the same.
In conjunction with the NERC CIP standards, Consultant shall ensure NERC CIP compliance and
communicate all requirements to Personnel. Consultant shall (a) conduct personnel risk assessments
consisting of an identity verification (at a minimum social security verification of U.S. citizens) and seven (7)
year criminal background check and provide written certification as specified in Section 2 of these Special
Conditions for all Personnel (except if access is only to non-public CIP sensitivity classification
Protected Information); (b) fully inform and train all Personnel on requirements of CIP standards prior to
accessing CIP Covered Assets and/or Protected Information and shall quarterly reinforce security awareness. If
Consultant feels any of NV Energy's training or security awareness materials are inappropriate or desires to
use Consultant's training or security awareness materials, Consultant shall provide Notice to NV Energy, and
provide the training and/or security awareness documents and any improved practice to NV Energy for
review, verification and approval; (c) furnish NV Energy a list that shows by name of Personnel, the
completion date of each training course, and what materials were utilized; (d) furnish NV Energy a list
describing the security awareness materials used and dates and how the security materials were distributed; (e)
provide NV Energy with a list of Personnel authorized to handle NV Energy's protected CIP information
that shows Personnel's information sensitivity classification clearance level and assure Personnel adhere to
Protected lnformation handling procedures; (f) report Personnel terminations for cause immediately to NV
Energy but not longer than twelve (12) hours from time of termination and report all other Personnel
terminations or changes in employment status for those who no longer require access within twelve (12) hours
from time of occurrence; and (g) keep accurate and detailed documentation to confirm compliance with
requirements of NERC CIP standards as specified in Section 3 of these Special Conditions.
Consultant shall designate one person to be responsible for compliance with the Contract requirements.
Reporting relating to this section shall be to NV Energy's designated authorized representative.
Revision 02.20.2014
Contract No. 4600003245
In case of conflict or inconsistency between NV Energy's programs and requirements of the NERC CIP
standards, the NERC CIP requirements shall govern.
2. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED
SCREENING
If requested by NV Energy, Consultant shall conduct, at its sole cost and expense, criminal background
checks for the current and past counties ofresidence on all Personnel that have cyber or unescorted physical
access to NV Energy facilities or North American Electric Reliability Corporation CIP Covered Assets
or Protected Information. The background checks shall be updated for cause but no less frequently than every seven
(7) years or for cause. At a minimum, an identity verification (social security number verification for U.S.
citizens) and seven (7) year criminal background check including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required,
employment history, education verification and professional certifications may also be required by NV
Energy. All background checks will be conducted in accordance with federal, state, provincial, and local laws,
and subject to existing collective bargaining unit agreements or other agreements, if any. Consultant shall not allow
persons who have not met NV Energy's criteria to perform Work or Services or access CIPS Covered Assets or
Protected Information, unless Consultant has received written authorization from NV Energy. Consultant shall
supply a certification that meets NV Energy's criteria for all Personnel employed or engaged by Consultant.
Consultant shall ensure that all Personnel sign an appropriate authorization form prior to criminal background
checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to NV Energy.
It is understood and agreed that IrIV Energy may review Consultant's policies, background checks and related
documentation upon request subject to applicable federal, state and/or local statutes or regulations. NV Energy
may also request that Consultant provide an ongoing and updated list of persons that have been denied
authorization to perform Work or Services for NV Energy or denied access to NV Energy assets, information or
facilities.
3. AUDIT
Consultant shall keep such full and detailed documentation as may be necessary for substantiation of
compliance with this Contract. The method for maintaining documentation shall be satisfactory to NV Energy.
NV Energy or its designee shall be afforded access to, and allowed to make copies of all Consultant's records,
books, correspondence, instructions, drawings, agreements, memoranda and similar data that, in NV Energy's
judgment, relate to this Contract. This documentation will be available at Consultant's regular place of business
during normal working hours or provided to NV Energy in a reasonable alternative manner as may be requested
by NV Energy. Consultant shall preserve all such documentation for a period of four (4) years after
completion of the Work or Services or longer where required by law. These requirements shall also apply to all
Personnel, of any tier, and to all companies that are wholly or partially owned by or are affiliated with
Consultant.
End of Appendix 3
Revision 02.20.2014