20151118Notice of Affiliate Transaction2.pdf

\PeclFlConp
R. Jeff Richards
Vice President and General Counsel
1407 W. North Temple, Suite 320
Salt Lake CiO, UT 84116
801-2204734 Office
j eff , ri c h ar d@p ac ifi c o rp. c o m
November 18,2015
VA OVERNIGHT DELIVERY
Idaho Public Utilities Commission
472West Washington
Boise, ID 83702-5983
Attention: Jean D. Jewell
Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as written notice pursuant to Commitmentl 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 (now
known as Berkshire Hathaway Energy Company or "BHE"), of an affiliate interest transaction
with Marmon Utility LLC ("Marmon Utility").
PacifiCorp is a wholly-owned indirect subsidiary of BHE. BHE is a subsidiary of
Berkshire Hathaway Inc. ("Berkshire Hathaway"). Berkshire Hathaway also currently holds a
majority interest in the Marmon Group ("Marmon"). Marmon is comprised of three autonomous
companies consisting of thineen diverse stand-alone business sectors, including Marmon Utility.
Berkshire Hathaway's ownership interest in Marmon and BHE may create an affiliated interest
between PacifiCorp and Marmon in some PacifiCorp jurisdictions.
Marmon Utility designs, manufactures and markets spacer cable systems, which are
insulated conductors supported by insulating spacers. Spacer cable systems reduce distribution
system reliability risks attributable to tree branch contact, lightning strikes and animal contact.
PacifiCorp plans to perform reliability improvements for transmission circuits located in Walla
Walla, Washington, Pendleton, Oregon and Portland, Oregon. It was determined that the most
cost effective method for mitigating reliability risks at those locations is to reconductor sections
of those circuits with spacer cable systems. Marmon Utility is the only known supplier the
specific type ofspacer cable system required forthese projects.
Idaho Public Utilities Commission
November 18,2015
Page2
PacifiCorp plans to purchase from Marmon Utility the required installation materials, job
support and installation equipment for these projects in accordance with the terms of three
Purchase Orders (the "Purchase Orders"), for an aggregate price of $87,121.00. A copy of the
Purchase Orders is included with this Notice as Attachment A.
The Purchase Orders were prepared in accordance with PacifiCorp's procurement
policies and procedures and contain standard commercial terms and conditions to protect the
Company's ability to provide safe and reliable service. Thus, the use of Marmon Utility as
supplier of the products and services under the Purchase Order will not harm the public interest.
Please do not hesitate to contact me if you have any questions.
Best Regards,
R. Jeff Richards
Vice President and General Counsel
PacifiCorp
Enclosures
\P^CIFICORP
PacifiCorp Procu rement
825 NE Multnomah Sfreet, Suite 1800
Portland, Oregon 97232
Page 1 of 8
1111112015 14:36:02
version 1
Purchase Order
Address
Pacificorp
Pendleton
4235 Westgate
PENDLETON OR 97801
Vendor Address
MARMON UTILITY LLC
ATTN: ANA BORUCH
49 DAY ST
SEYMOURCT 06483-3400
Vendor Phone: [phone]
Vendor Fax: [phone]
Address
PacifiCorp
Accounts Payable Department
P.O. Box 3040
Portland, OR 97208 - 3040
When an altemative Billing Address is prefened, it will
be noted below.
Date 1111112015
Vendor No. 412998
Payment Terms Description NET 30
Buyer
Phone
Fax
Delivery Date
lnco Terms Description
Inco Terms (Part X)
N. Murphy-Garcia
[phone]
[phone]
1212112015
FOB Destination Prepay & Bill
Show the Purchase Order Number on all packages, invoices, bills
of lading and correspondence. Send invoices to Accounts Payable
Department. Notifu buyer immediately: (1) if unable to ship or
deliver on dates specified below or (2) when description is
or superseded. Any refund checks must be sent to the following
address and not to individual employees.
PacifiCorp
PO Box 5504
Portland, OR 97208-5504
Shipping lnstructions:
Please mark all shipping documents with "Baker Ranch Road River Crossing, #6090036.'For shipping instructions, contact Heide Caswell @
503-81 3-6216.
Currency: USD
Item Material/Description Quantity UM
10
Net Price Per UM Net Amount
16,444.00 1 LO 16,444.001.00 Lo
Cable spacer DESIGN lD:3227
To lnclude the following:
BA3-15 BMCKET - Angle 15kV'C'A-36 Structural Steel HDG 17.00 Lbs 91 1 Rev 6 1
CG-0115 DE Cnd Grip Cbl Rng 0.649 - 0.690 Green 34'6 No
DElNSl5 1Skv Dead End lnsulator, Rated Tensile Load 7,500, Length 12.50, 2.1 Lbs 1SkV 12
HDTC Heavy Duty Thimble Clevis, Galvanized Steel, 2.76 Lbs 4 No
HPI-1SVTP INSULATOR Poly 15kV WOP 1" Pin Dia C-Neck Pls lnsrt Gray 18 Per Box 15
LSP-1 3/4" Long Shank lnsulator Pin, Galvanized Steel, 2.55 Lbs, 12
MG-4176 Messenger DE Grip For 19#8 Black 56" Long 4
MSG1908AW019-01 MSGR BARE 19 No.8 19 #80.U2 AWA 19 Stl LHL CTO 695
RTL-1sDM SPACER 15kV 3C RTL 14 Per Box 20
50010PA15G3-00 CABLE 1/0 MC 7X Pact 1skv 75 31yr.015 0.075 0.075 CH69 GRY tC CTO 2085
SC Shackle Clevis, Galvanized Steel, 0.80 Lbs 12 No
SSP-2 3/4' Short Shank lnsulator Pin, Galvanized Steel, 1.46 Lbs 3
TC Thimble Clevis, Galvanized Steel, .92 Lbs 6
PacifiCorp
Hendrix Part Number Description Quantity
\PacrnEoRp
PacifiCorp Procu rement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232
4500773397 Dated 1111112015 Page 2 of 8
1'111112015 14:36:02
Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
AMB-R Aerial Messenger Bucket, 205 Lbs without test weight. ".the AMB must be retumed to Hendrix for inspection after the
intended work has been completed. The AMB shall not be shipped directly to another job site without first being retumed to
Hendrix
1
PBR-3-DR-R Roll By Stringing Block, Dual Roller Messenger Arm, Cast Aluminum ,7 .7 Lbs. 20
SG-1R Gauge for quickly sagging spacer cable conductors Aluminum, 2.66 Lbs 1
ST-2900-R Speed Systems 2900 Adjustable Stripping Tool for skv to 25kV Cable. For Cable Diameters 0.400" to 1.66" 1
TL-30-R 30' Tag Line, 3/8" diameter, 3-strand twisted roped, knotted on each end with 4" loops, Polyester/Polyolefin Rope, 1.22 LBSI
each.
20
TM-S-R Messenger Trolley, Cast 304 Stainless Steel, 10.9 Lbs 1
PacifiCorp
Hendrix Part Number Description Quantity UOM
AE-105-E0 Final pre-construction Aerial Cable System Circuit Design BOM and pole report - parts list by Pole lD. Not included in BOM or
Report: Mounting hardware, poles, guying assemblies, neutral conductors, arrestor assemblies, secodary tap and hardware,
transformers, reclosers, switches, capacitors, pole grounding hardware, tap connectors.
1Ea
AE- 1 16-D0 Hendrix ACS on site installation and construction management assistance. Please provide Foreman contact and allow two week
notice on installation start date.
1 Days
AE-117-E0 Training - Construction / Utility Crew On Site. Please provide Foreman contact and allow two week notice on installation start
date.
lEa
AE-1 18-D0 Construction inspection walk down with image captures. lnspection checklist, deficiency & corrective action report. Design
comment and reliability assessment. lncludes on site and off site work.
2 Days
AE-120-H0 Design Review & Evaluation Service Customer or 3rd Party Design 1 Ea
AE-133-E0 Project Specific Cable and Messenger Cut Lenghts, Optimized for Pulls. Kifting Hendrix material. 1 Ea
AE-200-00 Basic 1 Year Warranty. 1 Ea
AE-400-E0 ACS Services Travel Expenses. 1 Ea
PacifiCorp
Pole ID Utility Pole lD Assembly Description Back Span Line Angle Quantity
1 364600 AC1248-01 ASC 1 sKV 3P Dead End 0-6" Trans to Bare Hendrix 0 0 1
2 364701 AC1249-01 ASC 1 sKV 3P Tangent 0-6" Messenger Dead End
Long Span Hendri
8001
3 AC1248-01 ASC "l sKV 3P Dead End 0-6' Trans to Bare Hendrix 524 0 'l
Please mark all shipping documents with 'Baker Ranch Road River Crossing, #6090036.' For shipping instructions, contact Heide Caswell @
503-81 3-621 6.
Please mark all shipping documents with "Baker Ranch Road River Crossing, #6090036.' For shipping instructions, contact Heide Caswell @
503-81 3-6216.
Total Net Value USD 16,444.00
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provislons attached to, incorporated into, or otherwise made a part of thls Purchase Order.
PACIFICORP PURCHASE ORDER
TERMS & CONDITIONS
(Rev. April2015)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
,I. DEFINITIONS,
Supplier means the party identified as the vendor on the face of this Purchase Order. Company means PacifiCorp or any affiliates or subsidiaries whether direct or
indirect acting through the business unit specified on the face of this Purchase Order. Contract means the Purchase Order of which these terms and conditions are a
part ("Purchase Order'), all documents incorporated by reference under the Purchase Order, these terms and conditions themselves with any confidentiality or
non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to all such documents. "ltems" mean any goods or services to be
provided or performed by Supplier under the Contract as defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for
the ltems. The Price shall be exclusive of all taxes to be bome by Company arising out of Supplier's performance hereunder, including without limitation sales, use,
unless specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is
responsible for all import or export duties and value-added taxes related to these units and all applicable parts.
2. BLANKETORDER,
lf the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of ltems which it specifically
requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER.
This Purchase Order for ltems shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of Supplier's performance hereunder
shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No modification, alteration, or exception
made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by the authorized representatives of both
parties-
4. PR|CE.
The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling ltems or similar items to its other
customers as of the date of delivery to Company, in which case the lower price shall control. lf there is no price stated in the Purchase Order, the Price shall not be
higher than the most current charged or quoted Price to Company for such ltems by Supplier. lf there has been no previous charge or quotation by Supplier to
Company for ltems and if no price is set forth in the Purchase Order, Company shall have the right to return the ltems. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling ltems to its other customers as of the date of delivery to
Company. lf prior to delivery of the ltems, Company is able to purchase a portion or all of the ltems, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the ltems purchased from the other
source"
5. ACCOUNTING AND AUDITING,
Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with generally accepted accounting principles.
Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce the records, vouchers, and their source
documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract. Such documents shall be available for
examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these audits shall be kept confidential between
the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared
by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30) days from date of notice of overcharge. Audit
findings will be considered to be final for the period audited.
6. CREDIT REQUIREMENTS,
Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a senior unsecured debt rating from
Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: a) tangible net worth equal to ten times
the projected maximum exposure under this Contract, b) no change in the condition of its earnings, net worth, or working capital over the last 24 months which would
reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and c) Supplier is not in default under any of its other agreements
and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to Company. lf requested by Company, Supplier shall
within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements prepared in accordance with generally accepted
accounting principles.
7. UNIFORM COMMERCIAL CODE.
The Uniform Commercial Code as adopted by the State in which the ltems are delivered shall govern this Purchase Order, except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING.
Supplier shall be fully and solely responsible for obtaining product data adequate to design, manufacture, fabricate, construct and deliver ltems in compliance with
all requirements of the Contract. Company shall retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all
such documents to be confidential. Upon Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not
advertise or publish the fact the Company has contracted to purchase ltems from Supplier, nor shall any information relating to the Purchase Order be disclosed
without Company's prior written permission. Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at
any time by Supplier to Company shall be deemed secret or confidential.
9. DELIVERY.
The Supplier shall deliver ltems to Company on the date(s) indicated in the Purchase Order. lf Supplier fails to make delivery of any part of the ltems on the date(s)
indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by Company in the
Purchase Order, and risk of loss shall remain with Supplier until the ltems are received by Company, its agent or consignee regardless of whether Company has
made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a copy of the
packing slip shall be fonrvarded concurrently to Company. lf no such packing slip is sent, the count or weight determined by Company or its agent or consignee
shall be final and binding on the other parties. Supplier, or the carrier it uses to transport ltems, whichever is applicable, shall (a) maintain a "satisfactory" safety
rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and (b)
maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory agency,
in which event such larger amount shall be maintained.
10, WARRANTY.
Supplier warrants that for a period of two years after the delivery of or performance of the ltems, the ltems will (a) be of merchantable quality; (b) be fit for the
Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of Company's or
Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry standards. All
Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive inspection, delivery,
and acceptance of the ltems and/or payment by Company. lf the ltems do not conform to any of these warranties then, at Company's option, Supplier shall repair or
replace the defective ltems, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at Supplier's expense.
Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential damages. The
foregoing wananties and obligations shall also apply to the ltems supplied by Supplier in such repair, replacement, or performance. Supplier shall immediately
transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE.
ln the event that Supplier supplies incorrect or defective ltems or fails to deliver ltems on or before the delivery date, or this order is terminated for cause, Company
shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay restocking or similar fees to Supplier
unless a mutually acceptable fee is agreed to in a writing executed by the authorized representalives of both parties.
12. CHANGES.
Company shall have the right to make changes (including additions and/or omissions) from time to time in the ltems, any specifications and/or drawings which are a
part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or delivery terms after its
receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or such claim shall be
deemed to have been waived.
13. PAYMENTS AND INVOICES.
Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be issued by the Supplier prior to the
shipment or performance of the ltems, and no payment shall be made prior to receipt of such ltems and approval of an invoice for such ltems. Company may
withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert against Supplier.
14. INSPECTION AND PRE.WARRANW PERIOD DEFECTS.
Company may inspect any ltems ordered hereunder during their manufacture, construction or preparation at reasonable times and shall have the right to inspect
such ltems at the time of their delivery and/or completion. ltems fumished hereunder may at any time prior to the beginning of the warranty period stated above in
Section 10 be rejected for defects revealed by inspection or analysis even though such ltems may have previously been inspected and accepted. Such rejected
Items may, at Company's option, be retumed to Supplier for full refund to Company, including removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT.
Supplier shall settle or defend, at its sole expense and shall indemnify and save Company harmless from any costs, expenses, losses, and damages resulting from
any claims, suits, or proceedings brought against Company which are based upon a claim that the ltems, or any part thereof infringe on any patent, trade secret or
copyright in case the ltems or any part thereof furnished hereunder constitute infringement. Supplier shall, at its sole expense and at its option (1 ) procure for
Company the right to continue using the goods or part thereof; (2) replace the same with substantially equal but non-infringing ltems, (3) modiry the ltems so as to
become non-infringing; or (4) upon written approval of Company, remove the ltems at Supplie/s sole expense and refund the Purchase price and the
transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS.
Supplier warrants that all goods, services and labor provlded pursuant to this Purchase Order have been provided in compliance with all applicable
laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to the work performed hereunder, and
based on total anticipated dollar value of this Purchase Order, Without limiting the generality of the foregoing, Supplier specifically warrants its
compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also abide by the
requirements of 41 CFR SS 60.1.4(a), 60.300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their
status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex,
sexual orlentation, gender identity 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, sexual orientatlon, gender identity,
national origin, protected veteran status or disabillty. Supplier and any subcontractors shall also abide by the requirements of Executive Order 1 I 246,
as amended, to develop and implement a written affirmative action program (AAP) and Executive Orders 1 1625 and 131 70 (utilization of disadvantaged
business enterprises) and the Small Business Act,
17. CONFLICT MINEMLS.
Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by Supplier for Company, that utilize or
provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict Minerals Law) and will include evidence
of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of products in a form approved and/or designated
by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products to Company that include conflict minerals
originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures, intemal controls and audit procedures necessary
to record the country and place of origin of all minerals included in products provided to Company, and to verify compliance with this Section. Company shall be
permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section. Supplier shall indemnifo and hold Company harmless
for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this Section.
18. LIENS.
Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all ltems fumished in connection with the
Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's certificates
and other documents required by Company under the applicable lien laws. lf at any time there shall be evidence of the existence of any such lien or claim for work
done or ltems, materials, services or equipment fumished by Supplier or any other party in connection with the Contract, the Company may use money then due or
to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to become due to the
Supplier.
.I9. INDEMNITY.
Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs, charges, damages,
claims, suits, losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of, arising out of, or in any way connected with
accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may occur before or
after delivery of the completed ltems to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication, construction,
completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole negligence of
Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the Supplier or
any of its subcontractors. lf Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier shall have no
liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any indemnification
claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's Compensation laws or any
other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any indemnitee herein, and
Supplier consents to a cause of action for indemnity.
20. INSURANCE.
Supplier shall take out and maintain with a canier or carriers having an A.M. Best lnsurance Reports rating of A-:Vll or better the following minimum insurance
coverage at its expense forthe duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations underthe Contract: (a)
Workers Compensation - Statutory; (b) Employer's Liability - minimum single event limit of $1,000,000; (c) Commercial General Liability - with a minimum single
event limit of $1,000,000 and a $2,000,000 annual aggregate to protect against and from all loss by reason of injury to persons or damage to third party property,
including Supplier's employees and all third persons, and property of all third parties based upon and arising out of the negligent acts or omissions of the Supplier's
operations hereunder, including the operations of its subcontractors of any tier; (d) Professional Liability - covering damages arising out of negligent acts, errors, or
omissions committed by Supplier in the performance of the work or services provided under the Contract, with a liability limit of not less than $1,000,000 each claim.
Supplier shall maintain this policy for a minimum of two (2) years after completion of the work or services or shall arange for a two year extended discovery (tail)
provision if the policy is not renewed. The intent of this policy is to provide coverage for claims arising out of the performance of work or services under this
Contract and caused by any error, omission, breach or negligent act for which the Supplier is held liable; (e) Business Automobile Liability - with a minimum single
limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether owned, hired or non-owned, assigned to or used in the
performance of the work; and (f) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages
and limits required in Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above.
lnsurance coverage provided on a "claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the
Items and for such other length of time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this
Contract shall include provisions that such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by
Company is excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting
waivers of subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other
insured parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include
Company as an additional insured on all liability insurance. lf Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and
regulations pertaining to such no fault insurance. ln addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of
any of its subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or
disease arising out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract,
Supplier, on behalf of itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer
and assign to Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On
Company's request, Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY.
Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by prior written notice to Supplier. lmmediately after receipt
of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by Company. ln the case of termination of the Contract, Supplier
shall then transfer to Company, in accordance with Company's directions, and whether located on the job site, in a vendor's or manufacturer's facility or elsewhere,
all materials and all information accumulated, specifically prepared or acquired by Supplier for use in relation to the design, development, manufacture, assembly,
shipment, installation, operation, maintenance or repair of the ltems and all supplies, shop drawings, work in process, equipment, machinery or parts prepared,
acquired or used by the Supplier in connection with such ltems and for which the Supplier is to be reimbursed hereunder, and all working drawings, sketches,
specifications, and other information accumulated, prepared or acquired by Supplier with respect to such ltems. The Supplier shall, if directed by the Company and
to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to preserve the work in progress and to protect the ltems whether
still at Supplier's manufacturing facilities or in transit to Company's facilities. lf Supplier is not then in default in the performance of any of its obligations hereunder,
and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination. Company shall pay to Supplier, as Supplier's sole and exclusive
remedy for termination under this Section 21, to the extent not already paid to Supplier an amount equal to: (a) reasonable and documented costs incuned by
Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the reasonable and documented costs and charges incurred by
Supplier in winding up its activities under the Contract prior to the effective termination date, provided, however, that the amounts listed in (a) and (b) of this Section
21 plus prior payments to Supplier shall in no event exceed the Contract Price. lf the suspension or delay is not followed by a termination of the Contract, Company
shall have no obligation or make any payments to Supplier after the effective date of the suspension or delay other than, to the extenl not already paid to Supplier,
Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such effective date which are not reduced or eliminated by
appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following such suspension or delay, Supplier and Company
shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the Contract Price to avoid inequities either to Supplier
or Company.
22, DEFAULT.
lf the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c) makes a general
assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers; or (f) fails to
comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either cure the default
at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. lmmediately after such termination,
Company may; (i) take possession of the ltems wherever they may be located and in whatever state of completion they may be together with all drawings and other
information necessary to enable Company to have the ltems completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any amount then due
under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties to finish the ltems;
and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES.
Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications or other documents fumished in
connection with the ltems and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of any error as to any of the
foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the completion of installation
of the ltems, Supplier shall leave the premises and the ltems broom-clean.
24. SUPPLIER'S PERSONNEUDRUGS, ALCOHOL, AND FIREARMS.
Supplier shall employ in the performance of the work only persons properly qualified for the same. Supplier shall at all times enforce strict discipline and good order
among its employees and the employees of any sub-Supplier of any tier. Supplier shall not permit or suffer the introduction or use of any firearms, illegal drugs, or
intoxicating liquor upon the work under this Contract, or upon any of the grounds occupied or controlled by Supplier. Supplier shall immediately remove from the
work any person found to be in violation of the above restriction and such person shall not again be employed in the performance of the work herein without the
express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING.
lf requested by the Company, the Supplier shall conduct, at Supplier's cost and expense, criminal background checks for the current and past countries of
residence on all employees, agents, subcontractors or independent contractors and the employees, agents or representatives of subcontractors or independent
contractors, that have electronic or physical access to work or Company site. At a minimum, a social security number verification and seven-year criminal
background check, including felony or misdemeanor convictions involving: (a) violence to persons/property; (b) thefUfraud; (c) drug/alcohol; or (d) traffic/other are
required. Employment history, education verification, and professional certifications may also be required by the Company. All background checks will be
conducted in accordance with federal, state, provincial, and local laws, and subject to existing collective bargaining unit agreements or other agreements, if any.
Supplier shall not allow persons who have not met the Company's criteria to perform work, unless Supplier has received assent from Company. Supplier shall
supply a certification that meets Company's criteria for each Supplier employee, agent or representative and for employees, agents or representatives of any
subcontractor or independent contractor employed by Supplier. Supplier shall ensure that employees, agents, subcontractors or independent contractors and the
employees of subcontractors or independent contractors sign an appropriate authorization form prior to criminal background checks being conducted,
acknowledging the background check is being conducted and authorizing the information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. ln addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSAS panel at 50NG - THC cut-off'.
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form. For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the
assignment date. Such recent background check or drug test shall be documented per the previous paragraph. Supplier shall ensure Department of Transportation
compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all appropriate documentation for any assigned worker
who may drive while on assignment to Company. Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the
employees of Subcontractors or independent contractors have met the Company's criteria or received assent from the Company and are in compliance with
Supplier's substance abuse/drug and alcohol policy. lt is understood and agreed that Company may review Supplier's policies, background checks and related
documentation upon request, subject to applicable federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing
and updated list of persons that have been denied access to Company work or site.
26. BUSINESS ETHICS.
Supplier, its employees, agents, representatives and Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the
conduct of work for the Company.
27. INDEPENDENTCONTMCTOR.
Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the ltems will be under Supplier's sole control
subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's representatives. Supplier shall fully comply with all
applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in which the ltems are to be constructed or located.
28. NON-WAIVER. The failure of Company to insist upon strict performance of any of the provision of the Contract or to exercise any rights or remedies
provided thereunder, or Company's delay in the exercise of any such rights or remedies, shall not release Supplier from any of its responsibilities or obligations
imposed by law or by this Purchase Order and shall not be deemed a waiver of any right of Company to insist upon strict performance of this Contract.
29. ASSIGNMENT.
Supplier may not assign the Contract or any right thereunder without the prior written consent of Company and any assignment without such consent shall be void.
Company may assign the Contract to any of its parent, divisions, affiliates, or subsidiary companies that agree to be bound by the terms and conditions, and
applicable appendices or exhibits set forth herein.
30. ENTIREAGREEMENT.
The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions, understanding or agreement
purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and Company. Any terms and
conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way with the terms and
conditions of this Contract are superseded by this Contract.
31. SEVEMBILIW.
ln the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or rule of law in any
jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the Contract.
32. GOVERNING LAW.
Except where Company's job site is located in a state other than the State where the goods are received and its laws with respect to mechanics liens, workers'
compensation and other employer-employee relations matters and/or local taxation otherwise require, the Contract and all the performance thereunder shall be
govemed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the United Nations Convention on
Contracts for the lntemational sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
33. FORUM.
The local, state and federal courts having jurisdiction over the location where the ltems are to be used by Company shall have exclusive jurisdiction over all litigation
related to the Contract.
34. ALLOCATION.
ln the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any allocation among other
customers.
35. APPLICATION FOR SERVICES.
These standard terms and conditions shall apply to the provision of all goods and the performance of all services included in or contemplated by this Purchase
Order. However, in the event that any term or condition of this Purchase Order cannot reasonably be applied to the performance of any service included in or
contemplated by this Purchase Order, such term or condition shall be deemed inapplicable thereto.
\PAcrFrCoRP
PacifiCorp Procurement
825 NE Multnomah Sfreef, Suite 1800
Portland, Oregon 97232
Page 1 of 8
1111112015 14:41:50
version 2
Purchase Order
Address
PacifiCorp
Walla Walla
650 E. Douglas St.
WALLA WALLA WA 99362
Vendor Address
MARMON UTILITY LLC
ATTN: ANA BORUCH
49 DAY ST
SEYMOURCT 06483-3400
Vendor Phone: [phone]
Vendor Fax: [phone]
Address
PacifiCorp
Accounts Payable Department
P.O. Box 3040
Portland, OR 97208 - 3040
When an altemative Billing Address is prefened, it will
be noted below.
lnformation
Date 1111112015VendorNo. 412998
Payment Terms Description NET 30
Buyer
Phone
Fax
Delivery Date
lnco Terms Description
lnco Terms (Part X)
N. Murphy-Garcia
[phone]
[phone]
1212112015
FOB Destination Prepay & Bill
Show the Purchase Order Number on all packages, invoices, bills
of lading and correspondence. Send invoices to Accounts Payable
Department. Notify buyer immediately: (1) if unable to ship or
deliver on dates specified below or (2) when description is i
or superseded. Any refund checks must be sent to the following
address and not to individual employees.
PacifiCorp
PO Box 5504
Portland, OR 97208-5504
Shipping lnstructions:
Please mark all shipping documents with "Umatilla River Crossing, #5999873.'For shipping instructions, contact Heide Caswell @ 503-813-6216.
Gurrency: USD
Item Material/Description Quantity UM
10 1.00 Lo
Net Price Per UM Net Amount
21,109.00 1 LO 21,109.00
Cable spacer DESIGN lD: 3238
To include the following:
Hendrix Part Number Description Quantity CustSupplied
CG-0115 DE Cnd Grip Cbl Rng 0.649 - 0.690 Green 34" 12
DE|NSlS 15kv Dead End lnsulator, Rated Tensile Load 7,500, Length 12.50,2.1 Lbs 15kV 18
HDTC Heavy Duty Thimble Clevis, Galvanized Steel, 2.76 Lbs 4
HPI-15VTP INSULATOR Poly 1SkV WOP 1'Pin Dia C-Neck Pls lnsrt Gray 18 Per Box '18
LSP-1 3/4' Long Shank lnsulator Pin, Galvanized Steel, 2.55 Lbs, 18
MG-4176 Messenger DE Grip For 19#8 Black 56" Long 4
MSG1908AW019-01 MSGR BARE'19 No.8 19 #80.642 AWA 19 Stl LHL CTO 1334
RTL-15DM SPACER 1skv 3C RTL 14 Per Box 39
50010PA15G3-00 CABLE 1/0 AAC 7X Pact 1skv 75 3Lyr.015 0.075 0.075 CH69 GRY 1C CTO 4002
SC Shackle Clevis, Galvanized Steel, 0.80 Lbs 12
TC Thimble Clevis, Galvanized Steel, .92 Lbs 12
Hendrix Part Number Description Quantity
AMB-R Aerial Messenger Bucket, 205 Lbs without test weight. .'*the AMB must be retumed to Hendrix for inspection after the
intended work has been completed. The AMB shall not be shipped directly to another job site without first being retumed to
Hendrix
XPAcTFTEoRP
PacifiCorp Procu rement
825 NE Multnomah SfreeC Suite 1800
Portland, Oregon 97232
4500773398 Dated 1111112015 Page 2 of 8
1111112015 14:41:50
Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
1
PBR-3-R Roll By Stringing Block, Cast Aluminum, 7.7 Lbs 26
SG-1R Gauge for quickly sagging spacer cable conductors Aluminum, 2.66 Lbs 1
ST-2900-R Speed Systems 2900 Adjustable Stripping Tool for 5kV to 25kV Cable. For Cable Diameters 0.400' to 1.66" 1
TL-30-R 30' Tag Line, 3/8' diameter, 3-strand twisted roped, knotted on each end with 4" loops, Polyester/Polyolefin Rope, 1.22 LBSI
each.
26
TM-S-R Messenger Trolley, Cast 304 Stainless Steel, 10.9 Lbs
Hendrix Part Number Description Quantity UOM
AE-105-E0 Final pre-construction Aerial Cable System Circuit Design BOM and pole report - parts list by Pole lD. Not included in BOM or
Report: Mounting hardware, poles, guying assemblies, neutral conductors, arrestor assemblies, secodary tap and hardware,
transformers, reclosers, switches, capacitors, pole grounding hardware, tap connectors.
1Ea
AE-116-D0 Hendrix ACS on site installation and construction management assistance, Please provide Foreman contact and allow two week
notice on installation start date.
1 Days
AE-117-E0 Training - Construction / Utility Crew On Site. Please provide Foreman contact and allow two week notice on installation start
date.
1Ea
AE-1 18-D0 Construction inspeclion walk down with image captures. lnspection checklist, deficiency & corrective action report. Design
comment and reliability assessment. lncludes on site and off site work.
2 Days
AE-120-H0 Design Review & Evaluation Service Customer or 3rd Party Design 1 Ea
AE-133-E0 Project Specific Cable and Messenger Cut Lenghts, Optimized for Pulls. Kitting Hendrix material. 1 Ea
AE-200-00 Basic 1 Year Warranty. 1 Ea
AE-400-E0 ACS Services Travel Expenses. 1 Ea
Pole lD Utility Pole lD Assembly Description Back Span Line Angle Quantity
1 014100 AC1248-01 ASC 1sKV 3P Dead End 0-6" Trans to Bare Hendrix 0 0 1
2 124900 AC1265-01 ASC 1sKV 3P Double Dead End 0-6' Cross Arm
Double Dead End H
80001
3 AC1248-01 ASC 1sKV 3P Dead End 0-6" Trans to Bare Hendrix 360 0 't
Please mark all shipping documents with "Umatilla River Crossing, #5999873.' For shipping instructions, contact Heide Caswell @
503-813-6216.
Please mark all shipping documents with "Umatilla River Crossing, #5999873.' For shipping instructions, contact Heide Caswell @
503-813-6216.
Total Net Value USD 21,109.00
Vendor shall furnlsh the Goods and Services speclfied above in accordance with thls Purchaee Order, includlng the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order,
PACIFICORP PURCHASE ORDER
TERMS & CONDITIONS
(Rev. April2015)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS.
Supplier means the party identified as the vendor on the face of this Purchase Order. Company means PacifiCorp or any affiliates or subsidiaries whether direct or
indirect acting through the business unit specified on the face of this Purchase Order. Contract means the Purchase Order of which these terms and conditions are a
part ("Purchase Orde/'), all documents incorporated by reference underthe Purchase Order, these terms and conditions themselves with any confidentiality or
non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to all such documents. "ltems" mean any goods or services to be
provided or performed by Supplier under the Contract as defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for
the ltems. The Price shall be exclusive of all taxes to be bome by Company arising out of Supplier's performance hereunder, including without limitation sales, use,
unless specifically stated othenrvise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is
responsible for all import or export duties and value-added taxes related to these units and all applicable parts.
2. BLANKETORDER.
lf the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of ltems which it specifically
requests under release orders issued by Company to Supplier.
3. ACCEPTANCEOFORDER.
This Purchase Order for ltems shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of Supplier's performance hereunder
shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No modification, alteration, or exception
made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by the authorized representatives of both
parties.
4. PRICE.
The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling ltems or similar items to its other
customers as of the date of delivery to Company, in which case the lower price shall control. lf there is no price stated in the Purchase Order, the Price shall not be
higher than the most cunent charged or quoted Price to Company for such ltems by Supplier. lf there has been no previous charge or quotation by Supplier to
Company for ltems and if no price is set forth in the Purchase Order, Company shall have the right to return the ltems. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling ltems to its other customers as of the date of delivery to
Company. lf prior to delivery of the ltems, Company is able to purchase a portion or all of the ltems, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the ltems purchased from the other
source.
5. ACCOUNTING AND AUDITING.
Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with generally accepted accounting principles.
Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce the records, vouchers, and their source
documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract. Such documents shall be available for
examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these audits shall be kept confidential between
the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared
by independent auditors as allowed by professional standards. Any over-collections shall be retumed within thirty (30) days from date of notice of overcharge. Audit
findings will be considered to be final for the period audited.
6. CREDIT REQUIREMENTS.
Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a senior unsecured debt rating from
Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: a) tangible net worth equal to ten times
the projected maximum exposure under this Contract, b) no change in the condition of its earnings, net worth, or working capital over the last 24 months which would
reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and c) Supplier is not in default under any of its other agreements
and is cunent on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to Company. lf requested by Company, Supplier shall
within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements prepared in accordance with generally accepted
accounting principles.
7. UNIFORM COMMERCIAL CODE.
The Uniform Commercial Code as adopted by the State in which the ltems are delivered shall govem this Purchase Order, except as modified herein.
8. DRAWINGS-SPECIFICATIONS.PROPRIETARY INFORMATION.CONFIDENTIALITY.ADVERTISING.
Supplier shall be fully and solely responsible for obtaining product data adequate to design, manufacture, fabricate, construct and deliver ltems in compliance with
all requirements of the Contract. Company shall retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all
such documents to be confidential. Upon Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not
advertise or publish the fact the Company has contracted to purchase ltems from Supplier, nor shall any information relating to the Purchase Order be disclosed
without Company's prior written permission. Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at
any time by Supplier to Company shall be deemed secret or confidential.
9. DELIVERY.
The Supplier shall deliver ltems to Company on the date(s) indicated in the Purchase Order. lf Supplier fails to make delivery of any part of the ltems on the date(s)
indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by Company in the
Purchase Order, and risk of loss shall remain with Supplier until the ltems are received by Company, its agent or consignee regardless of whether Company has
made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a copy of the
packing slip shall be fonrarded concurrently to Company. lf no such packing slip is sent, the count or weight determined by Company or its agent or consignee
shall be final and binding on the other parties. Supplier, or the carrier it uses to transport ltems, whichever is applicable, shall (a) maintain a "satisfactory" safety
rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and (b)
maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory agency,
in which event such larger amount shall be maintained.
.10. WARRANW.
Supplier warrants that for a period of two years after the delivery of or performance of the ltems, the ltems will (a) be of merchantable quality; (b) be fit for the
Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of Company's or
Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry standards. All
Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's wananties and guarantees shall survive inspection, delivery,
and acceptance of the ltems and/or payment by Company. lf the ltems do not conform to any of these warranties then, at Company's option, Supplier shall repair or
replace the defective ltems, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at Supplier's expense.
Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential damages. The
foregoing wananties and obligations shall also apply to the ltems supplied by Supplier in such repair, replacement, or performance. Supplier shall immediately
transfer to Company the benefit of any manufacture/s wananties.
11. RESTOCKING FEE.
ln the event that Supplier supplies inconect or defective ltems or fails to deliver ltems on or before the delivery date, or this order is terminated for cause, Company
shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay restocking or similar fees to Supplier
unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12, CHANGES.
Company shall have the right to make changes (including additions and/or omissions) from time to time in the ltems, any specifications and/or drawings which are a
part of the Conhact. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or delivery terms after its
receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or such claim shall be
deemed to have been waived.
13. PAYMENTS AND INVOICES.
Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be issued by the Supplier prior to the
shipment or performance of the ltems, and no payment shall be made prior to receipt of such ltems and approval of an invoice for such ltems. Company may
withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert against Supplier.
14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS.
Company may inspect any ltems ordered hereunder during their manufacture, construction or preparation at reasonable times and shall have the right to inspect
such ltems at the time of their delivery and/or completion. ltems fumished hereunder may at any time prior to the beginning of the warranty period stated above in
Section 1 0 be rejected for defects revealed by inspection or analysis even though such ltems may have previously been inspected and accepted. Such rejected
Items may, at Company's option, be retumed to Supplier for full refund to Company, including removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT.
Supplier shall settle or defend, at its sole expense and shall indemnify and save Company harmless from any costs, expenses, losses, and damages resulting from
any claims, suits, or proceedings brought against Company which are based upon a claim that the ltems, or any part thereof infringe on any patent, trade secret or
copyrightincasetheltemsoranypartthereoffumishedhereunderconstituteinfringement. Suppliershall,atitssoleexpenseandatitsoption(1)procurefor
Company the right to continue using the goods or part thereof; (2) replace the same with substantially equal but non-infringing ltems, (3) modify the ltems so as to
become non-infringing; or (4) upon written approval of Company, remove the ltems at Supplier's sole expense and refund the Purchase price and the
transportation, installation, and removal costs thereof.
,I6. COMPLIANCE WITH LAWS AND REGULATIONS.
Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have been provided in compliance with all applicable
laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to the work performed hereunder, and
based on total anticipated dollar value of this Purchase Order. Without limlting the generality of the foregoing, Supplier specifically warrants its
compliance with the Foreign Corrupt Practices Act and the United Klngdom Bribery Act 2010. Supplier and any subcontractors shall also abide by the
requlremen6 of 4t GFR Sg 60-1.4(a), 60.300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified lndividuals based on their
status as protected veterans or individuals wlth disabilities, and prohiblt discrimination against all lndlviduals based on their race, color, religion, sex,
sexual orientatlon, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take
afflrmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity'
national origln, protected veteran status or disability, Supplier and any subcontractors shall also abide by the requirements of Executive Order 1 1246,
as amended, to develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and '13170 (utlllzation of disadvantaged
business enterprises) and the Small Business Act.
17, CONFLICT MINEMLS.
Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by Supplier for Company, that utilize or
provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict Minerals Law) and will include evidence
of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of products in a form approved and/or designated
by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products to Company that include conflict minerals
originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Cenhal African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures, intemal controls and audit procedures necessary
to record the country and place of origin of all minerals included in products provided to Company, and to verify compliance with this Section. Company shall be
permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section. Supplier shall indemnify and hold Company harmless
for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this Section.
18- LIENS.
Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all ltems fumished in connection with the
Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's certificates
and other documents required by Company under the applicable lien laws. lf at any time there shall be evidence of the existence of any such lien or claim for work
done or ltems, materials, services or equipment fumished by Supplier or any other party in connection with the Contract, the Company may use money then due or
to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to become due to the
Supplier.
19. INDEMNITY,
Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs, charges, damages,
claims, suits, losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of, arising out of, or in any way connected with
accidents, occurences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may occur before or
after delivery of the completed ltems to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication, construction,
completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole negligence of
Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the Supplier or
any of its subcontractors. lf Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier shall have no
liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any indemnification
claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's Compensation laws or any
other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any indemnitee herein, and
Supplier consents to a cause of action for indemnity.
20. INSURANCE.
Supplier shall take out and maintain with a canier or carriers having an A.M. Best lnsurance Reports rating of A-:Vll or better the following minimum insurance
coverage at its expense for the duration of the Contract (including all wananty periods thereunder) covering all of Supplier's obligations under the Contract: (a)
Workers Compensation - Statutory; (b) Employer's Liability - minimum single event limit of $1,000,000; (c) Commercial General Liability - with a minimum single
event limit of $1,000,000 and a $2,000,000 annual aggregate to protect against and from all loss by reason of injury to persons or damage to third party property,
including Supplier's employees and all third persons, and property of all third parties based upon and arising out of the negligent acts or omissions of the Supplier's
operations hereunder, including the operations of its subcontractors of any tier; (d) Professional Liability - covering damages arising out of negligent acts, erors, or
omissions committed by Supplier in the performance of the work or services provided under the Contract, with a liability limit of not less than $1,000,000 each claim.
Supplier shall maintain this policy for a minimum of two (2) years after completion of the work or services or shall arrange for a two year extended discovery (tail)
provision if the policy is not renewed. The intent of this policy is to provide coverage for claims arising out of the performance of work or services under this
Contract and caused by any error, omission, breach or negligent act for which the Supplier is held liable; (e) Business Automobile Liability - with a minimum single
limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether owned, hired or non-owned, assigned to or used in the
performance of the work; and (f) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages
and limits required in Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above.
lnsurance coverage provided on a "claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the
Items and for such other length of time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this
Contract shall include provisions that such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by
Company is excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting
waivers of subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other
insured parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately afler Supplier's receipt of it. Supplier shall include
Company as an additional insured on all liability insurance. lf Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and
regulations pertaining to such no fault insurance. ln addition to the provisions of Section '19 above, in the event of a lawsuit or claim by an employee of Supplier or ol
any of its subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or
disease arising out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract,
Supplier, on behalf of itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer
and assign to Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On
Company's request, Supplier shall provide certificates of insurance and renewals evidencing insurance.
2'1. TERMINATION, SUSPENSION OR DELAY.
Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by prior written notice to Supplier. lmmediately after receipt
of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by Company. ln the case of termination of the Contract, Supplier
shall then transfer to Company, in accordance with Company's directions, and whether located on the job site, in a vendor's or manufacturer's facility or elsewhere,
all materials and all information accumulated, specifically prepared or acquired by Supplier for use in relation to the design, development, manufacture, assembly,
shipment, installation, operation, maintenance or repair of the ltems and all supplies, shop drawings, work in process, equipment, machinery or parts prepared,
acquired or used by the Supplier in connection with such ltems and for which the Supplier is to be reimbursed hereunder, and all working drawings, sketches,
specifications, and other information accumulated, prepared or acquired by Supplier with respect to such ltems. The Supplier shall, if directed by the Company and
to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to preserve the work in progress and to protect the ltems whether
still at Supplier's manufacturing facilities or in transit to Company's facilities. lf Supplier is not then in default in the performance of any of its obligations hereunder,
and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination. Company shall pay to Supplier, as Supplier's sole and exclusive
remedy for termination under this Section 21, to the extent not already paid to Supplier an amount equal to: (a) reasonable and documented costs incuned by
Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the reasonable and documented costs and charges incurred by
Supplier in winding up its activities under the Contract prior to the effective termination date, provided, however, that the amounts listed in (a) and (b) of this Section
21 plus prior payments to Supplier shall in no event exceed the Contract Price. lf the suspension or delay is not followed by a termination of the Contract, Company
shall have no obligation or make any payments to Supplier after the effective date of the suspension or delay other than, to the extent not already paid to Supplier,
Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such effective date which are not reduced or eliminated by
appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following such suspension or delay, Supplier and Company
shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the Contract Price to avoid inequities either to Supplier
or Company.
22. DEFAULT.
lf the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c) makes a general
assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers; or (f) fails to
comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either cure the default
at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. lmmediately after such termination,
Company may; (i) take possession of the ltems wherever they may be located and in whatever state of completion they may be together with all drawings and other
information necessary to enable Company to have the ltems completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any amount then due
under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties to finish the ltems;
and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES.
Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications or other documents fumished in
connection with the ltems and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of any error as to any of the
foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the completion of installation
of the ltems, Supplier shall leave the premises and the ltems broom-clean.
24. SUPPLIER'SPERSONNEUDRUGS,ALCOHOL,ANDFIREARMS.
Supplier shall employ in the performance of the work only persons properly qualilied for the same. Supplier shall at all times enforce strict discipline and good order
among its employees and the employees of any sub-Supplier of any tier. Supplier shall not permit or suffer the introduction or use of any firearms, illegal drugs, or
intoxicating liquor upon the work under this Contract, or upon any of the grounds occupied or controlled by Supplier. Supplier shall immediately remove from the
work any person found to be in violation of the above restriction and such person shall not again be employed in the performance of the work herein without the
express written consent of Company.
25, CRIMINAL BACKGROUND CHECK, IDENTIryVERIFICATION AND RELATED SCREENING.
lf requested by the Company, the Supplier shall conduct, at Supplier's cost and expense, criminal background checks for the current and past countries of
residence on all employees, agents, subcontractors or independent contractors and the employees, agents or representatives ofsubcontractors or independent
contractors, that have electronic or physical access to work or Company site. At a minimum, a social security number verification and seven-year criminal
background check, including felony or misdemeanor convictions involving: (a) violence to persons/property; (b) thefUfraud; (c) drug/alcohol; or (d) traffic/other are
required. Employment history, education verification, and professional certifications may also be required by the Company. All background checks will be
conducted in accordance with federal, state, provincial, and local laws, and subject to existing collective bargaining unit agreements or other agreements, if any.
Supplier shall not allow persons who have not met the Company's criteria to perform work, unless Supplier has received assent from Company. Supplier shall
supply a certification that meets Company's criteria for each Supplier employee, agent or representative and for employees, agents or representatives of any
subcontractor or independent contractor employed by Supplier. Supplier shall ensure that employees, agents, subcontractors or independent contractors and the
employees ofsubcontractors or independent contractors sign an appropriate authorization form priorto criminal background checks being conducted,
acknowledging the background check is being conducted and authorizing the information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. ln addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSAS panel at 50NG - THC cu!off'.
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form. For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the
assignment date. Such recent background check or drug test shall be documented per the previous paragraph. Supplier shall ensure Department of Transportation
compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all appropriate documentation for any assigned worker
who may drive while on assignment to Company. Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the
employees of Subcontractors or independent contractors have met the Company's criteria or received assent from the Company and are in compliance with
Supplier's substance abuse/drug and alcohol policy. lt is understood and agreed that Company may review Supplier's policies, background checks and related
documentation upon request, subject to applicable federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing
and updated list of persons that have been denied access to Company work or site.
26. BUSINESS ETHICS.
Supplier, its employees, agents, representatives and Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the
conduct of work for the Company.
27. INDEPENDENTCONTMCTOR.
Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the ltems will be under Supplier's sole control
subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's representatives. Supplier shall fully comply with all
applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in which the ltems are to be constructed or located.
28. NON-WAIVER. The failure of Company to insist upon strict performance of any of the provision of the Contract or to exercise any rights or remedies
provided thereunder, or Company's delay in the exercise of any such rights or remedies, shall not release Supplier from any of its responsibilities or obligations
imposed by law or by this Purchase Order and shall not be deemed a waiver of any right of Company to insist upon strict performance of this Contract.
29, ASSIGNMENT.
Supplier may not assign the Contract or any right thereunder without the prior wriften consent of Company and any assignment without such consent shall be void.
Company may assign the Contract to any of its parent, divisions, affiliates, or subsidiary companies that agree to be bound by the terms and conditions, and
applicable appendices or exhibits set forth herein.
30. ENTIREAGREEMENT.
The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions, understanding or agreement
purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and Company. Any terms and
conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way with the terms and
conditions ofthis Contract are superseded by this Contract.
31. SEVEMBILITY.
ln the event that any words, phrase, clause, sentence or other provision ofthe Contract shall violate any applicable statute, ordinance or rule of law in any
lurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the Contract.
32. GOVERNING LAW.
Except where Company's job site is located in a state other than the State where the goods are received and its laws with respect to mechanics liens, workers'
compensation and other employer-employee relations mafters and/or local taxation othenrise require, the Contract and all the performance thereunder shall be
govemed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the United Nations Convention on
Contracts for the lnternational sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
33. FORUM.
The local, state and federal courts having jurisdiction over the location where the ltems are to be used by Company shall have exclusive jurisdiction over all litigation
related to the Contract.
34. ALLOCATION.
ln the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any allocation among other
customers.
35. APPLICATION FOR SERVICES.
These standard terms and conditions shall apply to the provision of all goods and the performance of all services included in or contemplated by this Purchase
Order. However, in the event that any term or condition of this Purchase Order cannot reasonably be applied to the performance of any service included in or
contemplated by this Purchase Order, such term or condition shall be deemed inapplicable thereto.
\P^CIFICORP
PacifiCorp Procu rement
825 NE Multnomah Streef, Suite 1800
Portland, Oregon 97232
Page 1 of 9
1111612015 10:25:10
version 1
Purchase Order
Address
Pacilicorp
Portland Metro
7544 NE 33rd Drive
PORTLANDOR 97211
Vendor Address
MARMON UTILIry LLC
ATTN: ANA BORUCH
49 DAY ST
SEYMOUR CT 06483-3400
Vendor Phone: [phone]
Vendor Fax: [phone]
Address
PacifiCorp
Accounts Payable Department
P.O. Box 3040
Portland, OR 97208 - 3040
When an altemative Billing Address is prefened, it will
be noted below.
Date 1111612015
Vendor No. 412998
Payment Terms Description NET 30
Buyer
Phone
Fax
Delivery Date
!nco Terms Description
lnco Terms (Part X)
N. Murphy-Garcia
[phone]
(503) 813-61e8
12t21t2015
FOB Destination Prepay & Bill
Show the Purchase Order Number on all packages, invoices, bills
of lading and correspondence. Send invoices to Accounts Payable
Department. Notify buyer immediately: (1) if unable to ship or
deliver on dates specified below or (2) when description is
or superseded. Any refund checks must be sent to the following
address and not to individual employees.
PacifiCorp
PO Box 5504
Portland, OR 97208-5504
Shipping lnstructions:
Please mark all shipping documents with 'Sundial #6100269.' Prior to shipping contact Darin Dixon @ [phone].
Currency: USD
Item Material/Description Quantity UM Net Price Per UM Net Amount
49,568.00 1 LO 49,568.00101.00 Lo
Cable spacer DESIGN lD: 3583
To include the following:
2lP Double lnsulator Plate for Use with Angle Brackets, 6545-12 Ductile lron, 4.20 Lbs, dHardware 3
BA3-15 BRACKET - Angle 15kV'C" A-36 Structural Steel HDG 17.00 Lbs 91 1 Rev 6 3
BAS-14F ANTI SWAY BAR 14" Front Mount Gray HD Poly 50 Per Box 2
BM-14 BMCKET - Tangent Messenger w/MC-2 Messenger Clamp 14" 9.70 LBS 11
CG-0123 DE Cnd Grip Cbl Rng 1 .071 - 1 .138 Blue 47" 21
CMA-1 Outside Angle Messenger Clamp, Cast Ductile lron, 2.22 Lbs 2
DElNSlS 15kv Dead End lnsulator, Rated Tensile Load 7,500, Length 12.50, 2.1 Lbs 15kV 30
HDTC Heavy Duty Thimble Clevis, Galvanized Steel, 2.76 Lbs 5
HPI-1SVTP INSULATOR Poly 15kV WOP 1'Pin Dia C-Neck Pls lnsrt Gray 18 Per Box 30
LINEDUC-BL Line-Duc, 8'Sections, Black, 3.04 Lbs 3
LSP-1 3/4' Long Shank lnsulator Pin, Galvanized Steel, 2.55 Lbs, 18
MG-4176 Messenger DE Grip For 19#8 Black 56" Long 5
MSG1908AW019-01 MSGR BARE 19 No.8 19 #80.642 AWA 19 Stl LHL CTO 2600
RTL-15 SPACER 1skv 3C RTL 14 Per Box 78 No
S0556PA15G3-00 CABLE 556 AAC 19X Pact 1skv 75 3Lyr 0.020 0.075 0.075 CH69 GRY 1C CTO 7800
SC Shackle Clevis, Galvanized Steel,0.80 Lbs',l8
SSP-2 3/4' Short Shank lnsulator Pin, Galvanized Steel, 1.46 Lbs 12
<P^cIFICoRP
PacifiCorp Procurement
825 NE Multnomah Streef, Suite 1800
Portland, Oregon 97232
4500773842 Dated 1111612015 Page 2 of 9
1111612015 10:25:10
Purchase Order
ttem Materia!/Description Quantity UM Net Price Per UM Net Amount
TC Thimble Clevis, Galvanized Steel, .92 Lbs 21
TS-1 STIRRUP - Tangent Bracket 65-45-'12 Ductile lron, Hot Dip Galvanized 1.55 Lbs 9
BJ-R'J'Slack Bracket, 356 Aluminum, 3.36 Lbs, 10
PAS-1-R Conductor Angle Stringing Block, Cast Aluminum, 2.9 Lbs 12
PAT-1-R Messenger Angle Tensioning Block, Cast Aluminum, 2.45 Lbs 3
PBR-3-DR-R Roll By Stringing Block, Dual Roller Messenger Arm, Cast Aluminum, 7.7 Lbs. 80
SG-1R Gauge for quickly sagging spacer cable conductors Aluminum, 2.66 Lbs 1
ST-2900-R Speed Systems 2900 Adjustable Stripping Tool for SkV to 25kV Cable. For Cable Diameters 0.400" to 1.66" 1
TL-30-R 30'Tag Line, 3/8" diameter, 3-strand twisted roped, knotted on each end with 4" loops, Polyester/Polyolefin Rope, 1.22lBSl
each.
80
TM-S-R Messenger Trolley, Cast 304 Stainless Steel, 10.9 Lbs 1
AE-105-E0 Final pre-construction Aerial Cable System Circuit Design BOM and pole report - parts list by Pole lD. Not included in BOM or
Report: Mounting hardware, poles, guying assemblies, neutral conductors, arrestor assemblies, secodary tap and hardware,
transformers, reclosers, switches, capacitors, pole grounding hardware, tap connectors.
1Ea
AE-116-D0 Hendrix ACS on site installation and construction management assistance. Please provide Foreman contact and allow two week
notice on installation start date.
1 Days
AE-1 17-E0 Training - Construction / Utility Crew On Site. Please provide Foreman contact and allow two week notice on installation start
date.
1Ea
AE-1 18-D0 Construction inspection walk down with image captures. lnspection checklist, deficiency & corrective action report. Design
comment and reliability assessment. lncludes on site and off site work.
2 Days
AE-120-H0 Design Review & Evaluation Service Customer or 3rd Party Design 1 Ea
AE-133-E0 Project Specific Cable and Messenger Cut Lenghts, Optimized for Pulls. Kitting Hendrix material. 1 Ea
AE-200-00 Basic 1 Year Warranty. 1 Ea
AE-400-E0 ACS Services Travel Expenses. 1 Ea
12118 AC1248-01 ASC 1sKV 3P Dead End 0-6'Trans to Bare Hendrix 0 0 1
2 AC1293-01 ASC 1sKV 3P Dead End 0-6' Double Dead End w/
Switch Hendrix
7401
3 AC1293-01 ASC 1sKV 3P Dead End 0-6' Double Dead End w/
Switch Hendrix
1201
42018 AC1267-01 ASC 1sKV 3P Tangent 0-6" Riser Hendrix 152 0 1
5 AC1244-01 ASC '1sKV 3P Tangent 0-6" Typical Hendrix 50 0 1
6 1918 AC1244-01 ASC 1sKV 3P Tangent 0-6" Typical Hendrix 253 0 1
7 1818 AC1244-01 ASC 1sKV 3P Tangent 0-6" Typical Hendrix 208 0 1
8'1718 AC1244-01 ASC 1sKV 3P Tangent 0-6'Typical Hendrix 209 0 1
91618 AC'1244-01 ASC 1sKV 3P Tangent 0-6'Typical Hendrix 210 0 1
'10'1518 AC1244-01 ASC 1sKV 3P Tangent 0-6'Typical Hendrix 210 0 'l
11 1418 4C1246-01 ASC 1sKV 3P Angle >60 61-90' Hendrix 347 0 'l
12'1318 4C1244-0'1 ASC 1sKV 3P Tangent 0-6'Typical Hendrix 201 0 'l
13 1218 AC1241-01 ASC 1sKV 3P Angle <60 7-60' Hendrix 255 0 1
14 1118 AC1248-01 ASC 1sKV 3P Dead End 0-6" Trans to Bare Hendrix 170 0 1
Spare AC1241-01 ASC 1sKV 3P Angle <60 7-60" Hendrix 0 0 1
Spare AC1243-01 ASC 15KV 3P Tap 0-6' XFMR Tap Hendrix 0 0 1
\PlcrnEoRp
Pacifi Corp Procu rem ent
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232
45007738r''2 Dated 1111612015 Page 3of 9
1111612015 1O:25:10
Purchase Order
ltem Material/Description Quantity UM Net Price Per UM Net Amount
Spare AC1248-01 ASC 1sKV 3P Dead End 0-6" Trans to Bar6 Hendrix 0 0 1
Please mark all shipping documents with "Sundial #6100269." Prior to shipping contact Darin Dixon @ [phone]
Please mark all shipping documents with "Sundial #6100269.' Prior to shipping contact Darin Dixon @ [phone]
Tota! Net Value USD 49,568.00
Vendor shall furnlsh the Goods and Serulces speclfled above ln accordance wlth thls Purchare Order, lncludlng the provlsions set forth on the
face hereof and any other provislons attached to, lncorporated lnto, or othervlse made a part of this Purchase Order.
PACIFICORP PURCHASE ORDER
TERMS & CONDITIONS
(Rev. April2015)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS.
Supplier means the party identified as the vendor on the face of this Purchase Order. Company means PacifiCorp or any affiliates or subsidiaries whether direct or
indirect acting through the business unit specified on the face of this Purchase Order. Conhact means the Purchase Order of which these terms and conditions are a
part ("Purchase Ordef'), all documents incorporated by reference under the Purchase Order, these terms and conditions themselves with any confidentiality or
non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to all such documents. 'ltems" mean any goods or services to be
provided or performed by Supplier under the Contract as defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for
the ltems. The Price shall be exclusive of all taxes to be bome by Company arising out of Supplier's performance hereunder, including without limitation sales, use,
unless specifically stated otheMise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is
responsible for all import or export duties and value-added taxes related to these units and all applicable parts.
2. BLANKETORDER.
lf the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of ltems which it specifically
requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER.
This Purchase Order for ltems shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of Supplier's performance hereunder
shall also be deemed to be an expression of Supplie/s acceptance of this Order including these Terms and Conditions. No modification, alteration, or exception
made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by the authorized representatives of both
parties.
4. PRTCE.
The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling ltems or similar items to its other
customers as of the date of delivery to Company, in which case the lower price shall control. lf there is no price stated in the Purchase Order, the Price shall not be
higher than the most current charged or quoted Price to Company for such ltems by Supplier. lf there has been no previous charge or quotation by Supplier to
Company for ltems and if no price is set forth in the Purchase Order, Company shall have the right to return the ltems. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling ltems to its other customers as of the date of delivery to
Company. lf prior to delivery of the ltems, Company is able to purchase a portion or all of the ltems, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the ltems purchased from the other
source.
5. ACCOUNTING AND AUDITING.
Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with generally accepted accounting principles.
Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce the records, vouchers, and their source
documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract. Such documents shall be available for
examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these audits shall be kept confidential between
the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared
by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30) days from date of notice of overcharge. Audit
findings will be considered to be final for the period audited.
6. CREDIT REQUIREMENTS.
Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a senior unsecured debt rating from
Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: a) tangible net worth equal to ten times
the projected maximum exposure under this Contract, b) no change in the condition of its eamings, net worth, or working capital over the last 24 months which would
reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and c) Supplier is not in default under any of its other agreements
and is cunent on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to Company. lf requested by Company, Supplier shall
within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements prepared in accordance with generally accepted
accounting principles.
7. UNIFORM COMMERCIAL CODE.
The Uniform Commercial Code as adopted by the State in which the ltems are delivered shall govern this Purchase Order, except as modified herein.
8. ORAWINGS-SPECIFICATIONS.PROPRIETARY INFORMATION.CONFIDENTIALITY-ADVERTISING.
Supplier shall be fully and solely responsible for obtaining product data adequate to design, manufacture, fabricate, construct and deliver ltems in compliance with
all requirements of the Contract. Company shall retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all
such documents to be confidential. Upon Company's request, Supplier shall promptly retum to Company all such documents and copies thereof. Supplier shall not
advertise or publish the fact the Company has contracted to purchase ltems from Supplier, nor shall any information relating to the Purchase Order be disclosed
without Company's prior written permission. Unless othenrvise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at
any time by Supplier to Company shall be deemed secret or confidential.
9. DELIVERY.
The Supplier shall deliver ltems to Company on the date(s) indicated in the Purchase Order. lf Supplier fails to make delivery of any part of the ltems on the date(s)
indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by Company in the
Purchase Order, and risk of loss shall remain with Supplier until the ltems are received by Company, its agent or consignee regardless of whether Company has
made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a copy of the
packing slip shall be forwarded concurrently to Company. lf no such packing slip is sent, the count or weight determined by Company or its agent or consignee
shall be final and binding on the other parties. Supplier, or the carrier it uses to transport ltems, whichever is applicable, shall (a) maintain a "satisfactory" safety
rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and (b)
maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory agency,
in which event such larger amount shall be maintained.
10. WARRANTY.
Supplier warrants that for a period of two years after the delivery of or performance of the ltems, the ltems will (a) be of merchantable quality; (b) be fit for the
Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of Company's or
Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry standards. All
Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's wananties and guarantees shall survive inspection, delivery,
and acceptance of the ltems and/or payment by Company. lf the ltems do not conform to any of these warranties then, at Company's option, Supplier shall repair or
replace the defective ltems, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at Supplier's expense.
Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential damages. The
foregoing wananties and obligations shall also apply to the ltems supplied by Supplier in such repair, replacement, or performance. Supplier shall immediately
transfer to Company the benefit of any manufacturer's wananties.
11. RESTOCKING FEE.
ln the event that Supplier supplies inconect or defective ltems or fails to deliver ltems on or before the delivery date, or this order is terminated for cause, Company
shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay restocking or similar fees to Supplier
unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
,12. CHANGES.
Company shall have the right to make changes (including additions and/or omissions) from time to time in the ltems, any specifications and/or drawings which are a
part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or delivery terms after its
receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or such claim shall be
deemed to have been waived.
13. PAYMENTS ANO INVOICES.
Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be issued by the Supplier prior to the
shipment or performance of the ltems, and no payment shall be made prior to receipt of such ltems and approval of an invoice for such ltems. Company may
withhold any payment otherwise due under the Contract to the exlent necessary to offset any claim Company may have or assert against Supplier.
14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS.
Company may inspect any ltems ordered hereunder during their manufacture, construction or preparation at reasonable times and shall have the right to inspect
such ltems at the time of their delivery and/or completion. ltems fumished hereunder may at any time prior to the beginning of the warranty period stated above in
Section 1 0 be rejected for defects revealed by inspection or analysis even though such ltems may have previously been inspected and accepted. Such rejected
Items may, at Company's option, be retumed to Supplier for full refund to Company, including removal, shipping and transportation charges.
15. PATENT, TMDE SECRET, AND COPYRIGHT INFRINGEMENT.
Supplier shall settle or defend, at its sole expense and shall indemnify and save Company harmless from any costs, expenses, losses, and damages resulting from
any claims, suits, or proceedings brought against Company which are based upon a claim that the ltems, or any part thereof infringe on any patent, trade secret or
copyrightincasetheltemsoranypartthereoffurnishedhereunderconstituteinfringement. Suppliershall,atitssoleexpenseandatitsoption(1)procurefor
Company the right to continue using the goods or part thereof; (2) replace the same with substantially equal but non-infringing ltems, (3) modify the ltems so as to
become non-infringing; or (4) upon written approval of Company, remove the ltems at Supplier's sole expense and refund the Purchase price and the
transportation, installation, and removal costs thereof.
.I6. COMPLIANCE WITH LAWS AND REGULATIONS.
Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have been provided in compliance with all applicable
laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to the work performed hereunder, and
based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier specifically warrants its
compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also abide by the
requirements of 41 CFR SS 60-1 .4(a), 60.300.5(a) and 60-741.5(a). These regulations prohibit dlscrimination against qualified individuals based on their
status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex,
sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take
affirmatlve action to employ and advance in employment indivlduals without regard to race, color, religion, sex, sexual orientation, gender identity,
national origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246,
as amended, to develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged
business enterprises) and the Small Business Act.
17. CONFLICT MINERALS.
Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by Supplier for Company, that utilize or
provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict Minerals Law) and will include evidence
of the origin or sources of the conflict minerals. The information will be submifted at or prior to the time of delivery of products in a form approved and/or designated
by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products to Company that include conflict minerals
originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures, intemal controls and audit procedures necessary
to record the country and place of origin of all minerals included in products provided to Company, and to verify compliance with this Section. Company shall be
permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section. Supplier shall indemnify and hold Company harmless
for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this Section.
18. LIENS.
Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otheMise for all ltems furnished in connection with the
Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's certilicates
and other documents required by Company under the applicable lien laws. lf at any time there shall be evidence of the existence of any such lien or claim for work
done or ltems, materials, services or equipment fumished by Supplier or any other party in connection with the Contract, the Company may use money then due or
to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to become due to the
Supplier.
19. INDEMNITY.
Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs, charges, damages,
claims, suits, losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of, arising out of, or in any way connected with
accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may occur before or
after delivery of the completed ltems to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication, construction,
completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole negligence of
Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the Supplier or
any of its subcontractors. lf Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier shall have no
liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any indemnification
claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's Compensation laws or any
other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any indemnitee herein, and
Supplier consents to a cause of action for indemnity.
20. INSURANCE.
Supplier shall take out and maintain with a canier or carriers having an A.M. Best lnsurance Reports rating of A-:Vll or better the following minimum insurance
coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under the Contract: (a)
Workers Compensation - Statutory; (b) Employer's Liability - minimum single event limit of $1,000,000; (c) Commercial General Liability - with a minimum single
event limit of $1,000,000 and a $2,000,000 annual aggregate to protect against and from all loss by reason of injury to persons or damage to third party property,
including Supplier's employees and all third persons, and property of all third parties based upon and arising out of the negligent acts or omissions of the Supplier's
operations hereunder, including the operations of its subcontractors of any tier; (d) Professional Liability - covering damages arising out of negligent acts, errors, or
omissions committed by Supplier in the performance of the work or services provided under the Contract, with a liability limit of not less than $1,000,000 each claim.
Supplier shall maintain this policy for a minimum of two (2) years after completion of the work or services or shall arrange for a two year extended discovery (tail)
provisionifthepolicyisnotrenewed. Theintentofthispolicyistoprovidecoverageforclaimsarisingoutoftheperformanceofworkorservicesunderthis
Contract and caused by any enor, omission, breach or negligent act for which the Supplier is held liable; (e) Business Automobile Liability - with a minimum single
limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether owned, hired or non-owned, assigned to or used in the
performance of the work; and (f) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages
and limits required in Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above.
lnsurance coverage provided on a "claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the
Items and for such other length of time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this
Contract shall include provisions that such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by
Company is excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting
waivers of subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other
insured parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include
Company as an additional insured on all liability insurance. lf Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and
regulations pertaining to such no fault insurance. ln addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of
any of its subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or
disease arising out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract,
Supplier, on behalf of itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer
and assign to Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On
Company's request, Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY.
Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by prior written notice to Supplier. lmmediately after receipt
of such notice, Supplier shall stop all performance hereunder except as may otheruise be directed by Company. ln the case of termination of the Contract, Supplier
shall then transfer to Company, in accordance with Company's directions, and whether located on the job site, in a vendor's or manufacturer's facility or elsewhere,
all materials and all information accumulated, specifically prepared or acquired by Supplier for use in relation to the design, development, manufacture, assembly,
shipment, installation, operation, maintenance or repair of the ltems and all supplies, shop drawings, work in process, equipment, machinery or parts prepared,
acquired or used by the Supplier in connection with such ltems and for which the Supplier is to be reimbursed hereunder, and all working drawings, sketches,
specifications, and other information accumulated, prepared or acquired by Supplier with respect to such ltems. The Supplier shall, if directed by the Company and
to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to preserve the work in progress and to protect the ltems whether
still at Supplier's manufacturing facilities or in transit to Company's facilities. lf Supplier is not then in default in the performance of any of its obligations hereunder,
and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination. Company shall pay to Supplier, as Supplier's sole and exclusive
remedy for termination under this Section 21, to the extent not already paid to Supplier an amount equal to: (a) reasonable and documented costs incurred by
Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the reasonable and documented costs and charges incuned by
Supplier in winding up its activities under the Contract prior to the effective termination date, provided, however, that the amounts listed in (a) and (b) of this Section
21 plus prior payments to Supplier shall in no event exceed the Contract Price. lf the suspension or delay is not followed by a termination of the Contract, Company
shall have no obligation or make any payments to Supplier after the effective date of the suspension or delay other than, to the extent not already paid to Supplier,
Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such effective date which are not reduced or eliminated by
appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following such suspension or delay, Supplier and Company
shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the Contract Price to avoid inequities either to Supplier
or Company.
22. DEFAULT,
lf the Supplier: (a) becomes insolvent; (b) flles a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c) makes a general
assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers; or (Q fails to
comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either cure the default
at Supplier's expense or terminate the Contract afler first giving Supplier three (3) days written notice to cure such default. lmmediately after such termination,
Company may; (i) take possession of the ltems wherever they may be located and in whatever state of completion they may be together with all drawings and other
information necessary to enable Company to have the ltems completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any amount then due
under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties to finish the ltems;
and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23, WORK ON PREMISES.
Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications or other documents furnished in
connection with the ltems and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of any error as to any of the
foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the completion of installation
of the ltems, Supplier shall leave the premises and the ltems broom-clean.
24. SUPPLIER'S PERSONNEUDRUGS, ALCOHOL, AND FIREARMS.
Supplier shall employ in the performance of the work only persons properly qualified for the same. Supplier shall at all times enforce strict discipline and good order
among its employees and the employees of any sub-Supplier of any tier. Supplier shall not permit or suffer the introduction or use of any firearms, illegal drugs, or
intoxicating liquor upon the work under this Contract, or upon any of the grounds occupied or controlled by Supplier. Supplier shall immediately remove from the
work any person found to be in violation of the above restriction and such person shall not again be employed in the performance of the work herein without the
express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTIry VERIFICATION AND RELATED SCREENING.
lf requested by the Company, the Supplier shall conduct, at Supplier's cost and expense, criminal background checks for the current and past countries of
residence on all employees, agents, subcontractors or independent contractors and the employees, agents or representatives ofsubcontractors or independent
contractors, that have electronic or physical access to work or Company site. At a minimum, a social security number verification and seven-year criminal
background check, including felony or misdemeanor convictions involving: (a) violence to persons/property; (b) thefUfraud; (c) drug/alcohol; or (d) traffic/other are
required. Employment history, education verification, and professional certifications may also be required by the Company. All background checks will be
conducted in accordance with federal, state, provincial, and local laws, and subject to existing collective bargaining unit agreements or other agreements, if any.
Supplier shall not allow persons who have not met the Company's criteria to perform work, unless Supplier has received assent from Company. Supplier shall
supply a certification that meets Company's criteria for each Supplier employee, agent or representative and for employees, agents or representatives of any
subcontractor or independent contractor employed by Supplier. Supplier shall ensure that employees, agents, subcontractors or independent contractors and the
employees of subcontractors or independent contractors sign an appropriate authorization form prior to criminal background checks being conducted,
acknowledging the background check is being conducted and authorizing the information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. ln addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSAS panel at 50NG - THC cut-off'.
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form. For any assigned worker who has had a recent background check or drug test, then "recent'shall be defined as less than six (6) months prior to the
assignment date. Such recent background check or drug test shall be documented per the previous paragraph. Supplier shall ensure Department of Transportation
compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all appropriate documentation for any assigned worker
who may drive while on assignment to Company. Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the
employees of Subcontractors or independent contractors have met the Company's criteria or received assent from the Company and are in compliance with
Supplier's substance abuse/drug and alcohol policy. lt is understood and agreed that Company may review Supplier's policies, background checks and related
documentation upon request, subject to applicable federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing
and updated list of persons that have been denied access to Company work or site.
26, BUSINESS ETHICS.
Supplier, its employees, agents, representatives and Subcontractors shall at all times maintain the highest ethical standards and avoid conflicts of interest in the
conduct of work for the Company.
27. INDEPENDENTCONTRACTOR.
Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the ltems will be under Supplier's sole control
subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's representatives. Supplier shall fully comply with all
applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in which the ltems are to be constructed or located.
28. NON-WAIVER. The failure of Company to insist upon strict performance of any of the provision of the Contract or to exercise any rights or remedies
provided thereunder, or Company's delay in the exercise of any such rights or remedies, shall not release Supplier from any of its responsibilities or obligations
imposed by law or by this Purchase Order and shall not be deemed a waiver of any right of Company to insist upon strict performance of this Contract.
29. ASSIGNMENT.
Supplier may not assign the Contract or any right thereunder without the prior written consent of Company and any assignment without such consent shall be void.
Company may assign the Contract to any of its parent, divisions, affiliates, or subsidiary companies that agree to be bound by the terms and conditions, and
applicable appendices or exhibits set forth herein.
30. ENTIREAGREEMENT.
The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions, understanding or agreement
purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and Company. Any terms and
conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way with the terms and
conditions of this Contract are superseded by this Contract.
31. SEVERABILITY.
ln the event that any words, phrase, clause, sentence or other provision of the Conhact shall violate any applicable statute, ordinance or rule of law in any
iurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the Contract.
32. GOVERNING LAW,
Except where Company's job site is located in a state other than the State where the goods are received and its laws with respect to mechanics liens, workers'
compensation and other employer-employee relations matters and/or local taxation othenrise require, the Contract and all the performance thereunder shall be
govemed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the United Nations Convention on
Contracts for the lntemational sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
33. FORUM.
The local, state and federal courts having jurisdiction over the location where the ltems are to be used by Company shall have exclusive jurisdiction over all litigation
related to the Contract.
34. ALLOCATION.
ln the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior lo any allocation among other
customers.
35. APPLICATION FOR SERVICES.
These standard terms and conditions shall apply to the provision of all goods and the performance of all services included in or contemplated by this Purchase
Order. However, in the event that any term or condition of this Purchase Order cannot reasonably be applied to the performance of any service included in or
contemplated by lhis Purchase Order, such term or condition shall be deemed inapplicable thereto.