20200421Notice of Affiliate Transaction-Redacted.pdf

April 21, 2020

Idaho Public Utilities Commission
11331 W. Chinden Blvd
Building 8 Suite 201A
Boise, ID 83714

Attention: Diane Hanian
Commission Secretary

Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8

Dear Ms. Hanian:

Pursuant to Commitment I 17(2), incorporated in the Idaho Public Utilities Commission
Order No. 29973, issued February 13, 2006, as supplemented by Order No. 29998 March 14, 2006,
in the above-referenced proceeding, approving the acquisition of PacifiCorp by MidAmerican
Energy Holdings Company (now Berkshire Hathaway Energy Company or BHE), PacifiCorp
hereby provides notice of an affiliated interest transaction with Global Healthcare Product
Solutions LLC (Global Healthcare Product Solutions). PacifiCorp intends to purchase hand
sanitizer necessary for its COVID-19 preparedness efforts. The purchase of this hand sanitizer will
occur via purchase orders, the terms of which include PacifiCorp’s Purchase Order Standard Terms
and Conditions (Agreement). PacifiCorp provides the Agreement as confidential because it
contains sensitive pricing information which, if disclosed to the public, could erode the Company’s
bargaining power in the future. Copies of the purchase orders are included with this Notice as
Confidential Attachment A.

PacifiCorp is a wholly-owned, indirect subsidiary of Berkshire Hathaway Energy
Company (BHE). BHE is a subsidiary of Berkshire Hathaway, Inc. (Berkshire Hathaway).
Berkshire Hathaway holds a 24.59% interest in BYD America Corporation (BYD America).
Global Healthcare Product Solutions is a subsidiary of BYD America. Therefore, Berkshire
Hathaway’s ownership interest in BYD America creates an affiliated interest between PacifiCorp
and Global Healthcare Product Solutions in some PacifiCorp jurisdictions.

Timothy K. Clark
Senior Attorney
1407 W. North Temple, Suite 320
Salt Lake City, UT 84116
801-220-4565 Office
[e-mail]

RECEIVED
2020 April 21,PM3:00
IDAHO PUBLIC
UTILITIES COMMISSION
Idaho Public Utilities Commission
April 21, 2020
Page 2

PacifiCorp has an obligation to provide safe and reliable service to its customers. The
Company also has an obligation to protect its employees and to provide them with personal
protective equipment when necessary. Entering into the Agreements with Global Healthcare
Product Solutions is in the public interest because it supports the Company’s coronavirus
preparedness efforts and allows it to provide employees with hand sanitizer, when needed, so they
can safely perform their work. Used in conjunction with social distancing and hand-washing, using
hand sanitizer helps to minimize employee exposure to the COVID-19 virus, which in turn helps
to maintain a healthy workforce. If employees do not have adequate protective equipment, it could
negatively impact PacifiCorp’s ability to meet customer needs. The purchase orders were prepared
in accordance with PacifiCorp’s procurement policies and procedures and contains standard
commercial terms and conditions to protect the Company’s ability to provide safe and reliable
service. Thus, the transaction with Global Healthcare Product Solutions will not harm the public
interest.

Please do not hesitate to contact me if you have any questions.

Sincerely,
Timothy K. Clark
Senior Attorney
PacifiCorp

Enclosures

CONFIDENTIAL

ATTACHMENT A

to

PacifiCorp Notice of Affiliate Transaction

PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Naughton Plant
1450 Naughton Plant Road
KEMMERER WY 83101
Information
P.O. Number 4500975613
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975613 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:04
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
THE MATERIAL ON THIS PURCHASE ORDER SHALL BE COVERED BY INSURANCE AND PROVIDED ON AN ALL RISK BASIS TO INCLUDE
DIRECT PHYSICAL LOSS OR DAMAGE FOR LOSSES RESULTING FROM DAMAGE DURING TRANSIT TO PROVIDE FULL REPLACEMENT COST
OF THE COMPONENTS, SUPPLIES, AND/OR MATERIALS BEING SHIPPED.
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
4500975613 Dated 03/26/2020 Page 3 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
___________________________________________________________________________________________________
10 600.00 EA 1 EA
Naughton Hand Sanititzer 16.9oz
Hand Sanitizer for Naughton
Vendor: Global Healthcare
600 - 16.9oz
400 - 1.6oz
___________________________________________________________________________________________________
20 400.00 EA 1 EA
Naughton Hand Sanititzer 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
REDACTED
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Merwin Control Center
105 Merwin Village Ct
ARIEL WA 98603
Information
P.O. Number 4500975615
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975615 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:05
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
10 20.00 EA 1 EA
Merwin Hand Sanitizer 16.9oz
Hand Sanitizer for Merwin
Vendor: Global Healthcare
REDACTED
4500975615 Dated 03/26/2020 Page 3 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
20 - 16.9oz
70 - 1.6oz
___________________________________________________________________________________________________
20 70.00 EA 1 EA
Merwin Hand Sanitizer 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
REDACTED
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Pioneer Plant
1218 12th Street
OGDEN UT 84404
Information
P.O. Number 4500975616
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975616 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:06
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
10 25.00 EA 1 EA
Ogden/Hydro East Hand Sanitizer 16.9 oz
Hand Sanitizer for Ogden Hydro East
Vendor: Global Healthcare
REDACTED
4500975616 Dated 03/26/2020 Page 3 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
25 - 16.9oz
100 - 1.6oz
___________________________________________________________________________________________________
20 100.00 EA 1 EA
Ogden/Hydro East Hand Sanitizer 1.6 oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
REDACTED
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Wind Office
610 Antler Drive
CASPER WY 82601
Information
P.O. Number 4500975617
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975617 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:07
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
10 25.00 EA 1 EA
Casper/Wind Ops Hand Sanitizer 16.9 oz
Hand Sanitizer for Casper Wind Operations
Vendor: Global Healthcare
REDACTED
4500975617 Dated 03/26/2020 Page 3 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
25 - 16.9oz
50 - 1.6oz
___________________________________________________________________________________________________
20 50.00 EA 1 EA
Casper/Wind Ops Hand Sanitizer 1.6 oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Medford
925 S Grape Street
MEDFORD OR 97501
Information
P.O. Number 4500975618
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975618 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:09
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
THE MATERIAL ON THIS PURCHASE ORDER SHALL BE COVERED BY INSURANCE AND PROVIDED ON AN ALL RISK BASIS TO INCLUDE
DIRECT PHYSICAL LOSS OR DAMAGE FOR LOSSES RESULTING FROM DAMAGE DURING TRANSIT TO PROVIDE FULL REPLACEMENT COST
OF THE COMPONENTS, SUPPLIES, AND/OR MATERIALS BEING SHIPPED.
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
4500975618 Dated 03/26/2020 Page 3 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
___________________________________________________________________________________________________
10 100.00 EA 1 EA
Medford Hand Sanditizer 16.9oz
Hand Sanitizer for Medford
Vendor: Global Healthcare
100 - 16.9oz
150 - 1.6oz
___________________________________________________________________________________________________
20 150.00 EA 1 EA
Medford Hand Sanditizer 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
REDACTED
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Medford
925 S Grape Street
MEDFORD OR 97501
Information
P.O. Number 4500975619
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
03/26/2020 16:33:10
version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975619 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:10
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
THE MATERIAL ON THIS PURCHASE ORDER SHALL BE COVERED BY INSURANCE AND PROVIDED ON AN ALL RISK BASIS TO INCLUDE
DIRECT PHYSICAL LOSS OR DAMAGE FOR LOSSES RESULTING FROM DAMAGE DURING TRANSIT TO PROVIDE FULL REPLACEMENT COST
OF THE COMPONENTS, SUPPLIES, AND/OR MATERIALS BEING SHIPPED.
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
4500975619 Dated 03/26/2020 Page 3 of 10
03/26/2020 16:33:10
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
___________________________________________________________________________________________________
10 300.00 EA 1 EA
Medford/W Ops Hand Sanitizer 16.9oz
Hand Sanitizer for Medford/Willamette Ops
Vendor: Global Healthcare
300 - 16.9oz
600 - 1.6oz
___________________________________________________________________________________________________
20 600.00 EA 1 EA
Medford/W Ops Hand Sanitizer 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
Lloyd Center Tower
825 NE Multnomah St
PORTLAND OR 97232
Information
P.O. Number 4500975620
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975620 Dated 03/26/2020 Page 2 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
THE MATERIAL ON THIS PURCHASE ORDER SHALL BE COVERED BY INSURANCE AND PROVIDED ON AN ALL RISK BASIS TO INCLUDE
DIRECT PHYSICAL LOSS OR DAMAGE FOR LOSSES RESULTING FROM DAMAGE DURING TRANSIT TO PROVIDE FULL REPLACEMENT COST
OF THE COMPONENTS, SUPPLIES, AND/OR MATERIALS BEING SHIPPED.
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
4500975620 Dated 03/26/2020 Page 3 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
___________________________________________________________________________________________________
10 680.00 EA 1 EA
LCT Hand Sanitizer 16.9oz
Hand Sanitizer for LCT
Vendor: Global Healthcare
680 - 16.9oz
500 - 1.6oz
___________________________________________________________________________________________________
20 500.00 EA 1 EA
LCT Hand Sanitizer 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
REDACTED
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
North Temple Office
1407 W North Temple
SALT LAKE CITY UT 84116
Information
P.O. Number 4500975623
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
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Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975623 Dated 03/26/2020 Page 2 of 10
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PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
THE MATERIAL ON THIS PURCHASE ORDER SHALL BE COVERED BY INSURANCE AND PROVIDED ON AN ALL RISK BASIS TO INCLUDE
DIRECT PHYSICAL LOSS OR DAMAGE FOR LOSSES RESULTING FROM DAMAGE DURING TRANSIT TO PROVIDE FULL REPLACEMENT COST
OF THE COMPONENTS, SUPPLIES, AND/OR MATERIALS BEING SHIPPED.
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
4500975623 Dated 03/26/2020 Page 3 of 10
03/26/2020 16:33:13
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
___________________________________________________________________________________________________
10 150.00 EA 1 EA
NTO Logistics Hand Sanitizers 16.9oz
Hand Sanitizer for NTO Logistics
Vendor: Global Healthcare
150 - 16.9oz
800 - 1.6oz
___________________________________________________________________________________________________
20 800.00 EA 1 EA
NTO Logistics Hand Sanitizers 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
__________________________________________________________________________________________________
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact [e-mail] for electronic
submission instructions. Alternative billing address
info presented below when applicable.
Vendor Address
GLOBAL HEALTHCARE
PRODUCT SOLUTIONS LLC
1800 S FIGUEROA ST.
LOS ANGELES CA 90015
Attention: OSCAR SU
Vendor Phone: [phone]
Vendor Fax: [phone]
Shipping Address
PacifiCorp
North Temple Office
1407 W North Temple
SALT LAKE CITY UT 84116
Information
P.O. Number 4500975626
Date 03/26/2020
Vendor No.152158
Payment Terms Description NET 30
Buyer Yvette Sit
Phone [phone]
Fax [phone]
Delivery Date 04/24/2020
Inco Terms Description FOB Origin Collect
Inco Terms (Part X)
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 incorrect
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
Page 1 of 10
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version 1
Shipping Instructions:
************************SHIPPING INSTRUCTIONS*************************
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU 8000 LBS
TO ENTER THE SHIPMENT ON-LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP://WWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT: 877.916.7447 FOR PICK UP
***********************************************************************
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
**********************************************************************
3rd PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING. FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL.
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER.
****************************************************************
4500975626 Dated 03/26/2020 Page 2 of 10
03/26/2020 16:33:14
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:
* PRODUCTS LONGER THAN 20 FEET
* PRODUCTS WEIGHING MORE THAN 2,000 POUNDS PER PIECE
* PALLETS EXCEEDING 6,000 POUNDS
* BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY.
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* CONDUIT
* STEEL CONDUIT ELBOWS
* CROSS ARMS- STEEL OR WOOD (INCLUDING BRACES)
* MAST ARMS
* TRANSMISSION POLYMER INSULATOR IN CRATES
* INSULTORS LONGER THAN A PALLET
* POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
* TRANSFORMERS, SINGLE OR 3 PHASE
* TRANSFORMER PAD BOXES
* TRANSFORMER PADS AND VAULTS
* GROUND SLEEVES (1 PH OR 3 PH)
* PAD BOX FOR GROUND SLEEVES
* SECONDARY JUNCTION BOXES (BOTH TYPES)
* VAULTS
* FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
* ANCHOR RODS
* SWITCH PLATFORMS
* CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
* BOILER TUBING
* SOOTBLOWER FEED TUBES AND LANCES
* CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
* NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY - RECEIVING CLOSED ON WEEKENDS.
****************************************************************
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
***************************************************************
THE MATERIAL ON THIS PURCHASE ORDER SHALL BE COVERED BY INSURANCE AND PROVIDED ON AN ALL RISK BASIS TO INCLUDE
DIRECT PHYSICAL LOSS OR DAMAGE FOR LOSSES RESULTING FROM DAMAGE DURING TRANSIT TO PROVIDE FULL REPLACEMENT COST
OF THE COMPONENTS, SUPPLIES, AND/OR MATERIALS BEING SHIPPED.
Currency: USD
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Item Material/Description Quantity UM Net Price Per UM Net Amount
4500975626 Dated 03/26/2020 Page 3 of 10
03/26/2020 16:33:14
PacifiCorp Procurement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
___________________________________________________________________________________________________
___________________________________________________________________________________________________
10 100.00 EA 1 EA
NTO Hand Sanitizer 16.9oz
Hand Sanitizer for NTO
Vendor: Global Healthcare
100 - 16.9oz
600 - 1.6oz
___________________________________________________________________________________________________
20 600.00 EA 1 EA
NTO Hand Sanitizer 1.6oz
___________________________________________________________________________________________________
___________________________________________________________________________________________________
Total Net Value USD
___________________________________________________________________________________________________
Vendor shall furnish the Goods and Services specified above in accordance with this Purchase Order, including the provisions set forth on the
face hereof and any other provisions attached to, incorporated into, or otherwise made a part of this Purchase Order.
REDACTED
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2019)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which the items in this purchase order are identified.
1. DEFINITIONS. "Company" means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of
this Purchase Order. "Confidential Information" shall have the meaning as defined in the Contract and in addition include any information that identifies an individual
or customer of Company, including but not limited to customer account numbers, customer addresses, customer energy usage information, credit or bank account
numbers, social security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. "Contract"
means the Purchase Order of which these terms and conditions are a part ("Purchase Order"), all documents incorporated by reference under the Purchase Order,
these terms and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to
all such documents. "Data" shall mean any information, formulae, algorithms, or other content that the Company or the Company's employees, agents and end users
upload, create or modify using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain
Data or from which the Company's Data may be ascertainable. "Items" mean any goods or services to be provided or performed by Supplier under the Contract as
defined above. "Price" means the consideration to be paid by Company to Supplier under the Contract for the Items. "Security Breach" shall mean any act or
omission that compromises either the security, confidentiality, or integrity of Company's Confidential Information, Data, systems and facilities or Company's physical,
technical, administrative or organizational safeguards and controls relating to the protection of Company's Confidential Information, Data, systems, and facilities
Supplier means the party identified as the vendor on the face of this Purchase Order.
2. BLANKET ORDER. If the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of
Items which it specifically requests under release orders issued by Company to Supplier.
3. ACCEPTANCE OF ORDER. This Purchase Order for Items shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of
Supplier's performance hereunder shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No
modification, alteration, or exception made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by
the authorized representatives of both parties.
4. PRICE. The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling Items or similar items to its
other customers as of the date of delivery to Company, in which case the lower price shall control. If there is no price stated in the Purchase Order, the Price shall not
be higher than the most current charged or quoted Price to Company for such Items by Supplier. If there has been no previous charge or quotation by Supplier to
Company for Items and if no price is set forth in the Purchase Order, Company shall have the right to return the Items. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling Items to its other customers as of the date of delivery to
Company. If prior to delivery of the Items, Company is able to purchase a portion or all of the Items, or similar items of like quality, at a price which is less than the
Price, Company shall notify Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the Items purchased from the other
source.
The Price shall be exclusive of all taxes to be borne by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
5. ACCOUNTING AND AUDITING. Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with
generally accepted accounting principles. Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce
the records, vouchers, and their source documents which serve as the basis for compensation other than compensation which is fixed in amount by this Contract.
Such documents shall be available for examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these
audits shall be kept confidential between the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow
Company to review any work papers prepared by independent auditors as allowed by professional standards. Any over-collections shall be returned within thirty (30)
days from date of notice of overcharge. Audit findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS. Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a
senior unsecured debt rating from Standard & Poor's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: (a)
tangible net worth equal to ten times the projected maximum exposure under this Contract, (b) no change in the condition of its earnings, net worth, or working
capital over the last 24 months which would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and (c) Supplier is
not in default under any of its other agreements and is current on all of its financial obligations, or (iii) Supplier shall post security reasonably satisfactory to
Company. If requested by Company, Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements
prepared in accordance with generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE. The Uniform Commercial Code as adopted by the State in which the Items are delivered shall govern this Purchase Order,
except as modified herein.
8. DRAWINGS-SPECIFICATIONS-PROPRIETARY INFORMATION-CONFIDENTIALITY-ADVERTISING. Supplier shall be fully and solely responsible for
obtaining product data adequate to design, manufacture, fabricate, construct and deliver Items in compliance with all requirements of the Contract. Company shall
retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all such documents to be confidential. Upon
Company's request, Supplier shall promptly return to Company all such documents and copies thereof. Supplier shall not advertise or publish the fact the Company
has contracted to purchase Items from Supplier, nor shall any information relating to the Purchase Order be disclosed without Company's prior written permission.
Unless otherwise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at any time by Supplier to Company shall be
deemed secret or confidential.
9. DELIVERY. The Supplier shall deliver Items to Company on the date(s) indicated in the Purchase Order. If Supplier fails to make delivery of any part of the
Items on the date(s) indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by
Company in the Purchase Order, and risk of loss shall remain with Supplier until the Items are received by Company, its agent or consignee regardless of whether
Company has made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a
copy of the packing slip shall be forwarded concurrently to Company. If no such packing slip is sent, the count or weight determined by Company or its agent or
consignee shall be final and binding on the other parties. Supplier, or the carrier it uses to transport Items, whichever is applicable, shall (a) maintain a "satisfactory"
safety rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor carrier, and
(b) maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory
agency, in which event such larger amount shall be maintained.
10. WARRANTY. Supplier warrants that for a period of two years after the delivery of or performance of the Items, the Items will (a) be of merchantable quality;
(b) be fit for the Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringent of
Company's or Supplier's specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry
standards. All Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's warranties and guarantees shall survive
inspection, delivery, and acceptance of the Items and/or payment by Company. If the Items do not conform to any of these warranties then, at Company's option,
Supplier shall repair or replace the defective Items, F.O.B. Company's designated site at Supplier's expense, or in the case of services, re-perform the services at
Supplier's expense. Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential
damages. The foregoing warranties and obligations shall also apply to the Items supplied by Supplier in such repair, replacement, or performance. Supplier shall
immediately transfer to Company the benefit of any manufacturer's warranties.
11. RESTOCKING FEE. In the event that Supplier supplies incorrect or defective Items or fails to deliver Items on or before the delivery date, or this order is
terminated for cause, Company shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay
restocking or similar fees to Supplier unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
12. CHANGES. Company shall have the right to make changes (including additions and/or omissions) from time to time in the Items, any specifications and/or
drawings which are a part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or
delivery terms after its receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or
such claim shall be deemed to have been waived.
13. PAYMENTS AND INVOICES. Unless otherwise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be
issued by the Supplier prior to the shipment or performance of the Items, and no payment shall be made prior to receipt of such Items and approval of an invoice for
such Items. Company may withhold any payment otherwise due under the Contract to the extent necessary to offset any claim Company may have or assert
against Supplier.
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14. INSPECTION AND PRE-WARRANTY PERIOD DEFECTS. Company may inspect any Items ordered hereunder during their manufacture, construction or
preparation at reasonable times and shall have the right to inspect such Items at the time of their delivery and/or completion. Items furnished hereunder may at any
time prior to the beginning of the warranty period stated above in Section 10 be rejected for defects revealed by inspection or analysis even though such Items may
have previously been inspected and accepted. Such rejected Items may, at Company's option, be returned to Supplier for full refund to Company, including
removal, shipping and transportation charges.
15. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEMENT. Supplier shall settle or defend, at its sole expense and shall indemnify and save
Company harmless from any costs, expenses, losses, and damages resulting from any claims, suits, or proceedings brought against Company which are based
upon a claim that the Items, or any part thereof infringe on any patent, trade secret or copyright in case the Items or any part thereof furnished hereunder constitute
infringement. Supplier shall, at its sole expense and at its option (1) procure for Company the right to continue using the goods or part thereof; (2) replace the same
with substantially equal but non-infringing Items, (3) modify the Items so as to become non-infringing; or (4) upon written approval of Company, remove the Items at
Supplier's sole expense and refund the Purchase price and the transportation, installation, and removal costs thereof.
16. COMPLIANCE WITH LAWS AND REGULATIONS. Supplier warrants that all goods, services and labor provided pursuant to this Purchase Order have
been provided in compliance with all applicable laws and regulations, and all applicable executive, judicial and administrative orders, as each may be applicable to
the work performed hereunder, and based on total anticipated dollar value of this Purchase Order. Without limiting the generality of the foregoing, Supplier
specifically warrants its compliance with the Foreign Corrupt Practices Act and the United Kingdom Bribery Act 2010. Supplier and any subcontractors shall also
abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on
their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual
orientation, gender identity, national origin, or discussion of compensation. Moreover, these regulations require that covered prime contractors and subcontractors
take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national
origin, protected veteran status or disability. Supplier and any subcontractors shall also abide by the requirements of Executive Order 11246, as amended, to
develop and implement a written affirmative action program (AAP) and Executive Orders 11625 and 13170 (utilization of disadvantaged business enterprises) and
the Small Business Act. To the extent applicable, the employee notice requirements set forth in 29 CFR Part 471, Appendix A to Subpart A, are hereby incorporated
by reference into this Purchase Order.
17. CONFLICT MINERALS. Supplier shall provide to Company information on the content of products, manufactured or contracted to be manufactured by
Supplier for Company, that utilize or contain the "conflict minerals" wolframite, casserite, columbite-tantalite (coltan), gold and their derivative metals: tantalum, tin
and tungsten. The information will be provided in a form that will allow Company to verify compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict
Minerals Law) and will include evidence of the origin or sources of the conflict minerals. The information will be submitted at or prior to the time of delivery of
products in a form approved and/or designated by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products
to Company that include conflict minerals originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central
African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures,
internal controls and audit procedures necessary to record the country and place of origin of all minerals included in products provided to Company, and to verify
compliance with this Section. Company shall be permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section.
Supplier shall indemnify and hold Company harmless for all fines, penalties, expenses or other losses sustained by Company as a result of Supplier's breach of this
Section.
18. LIENS. Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or otherwise for all Items furnished in connection
with the Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's
certificates and other documents required by Company under the applicable lien laws. If at any time there shall be evidence of the existence of any such lien or
claim for work done or Items, materials, services or equipment furnished by Supplier or any other party in connection with the Contract, the Company may use
money then due or to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to
become due to the Supplier.
19. INDEMNITY. Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs,
charges, damages, claims, suits. losses, fines, penalties or liabilities (including attorney's fees) of every kind whatsoever by reason of', arising out of, or in any way
connected with accidents, occurrences, injuries, or losses to, or of any person, or property including, without limitation thereto, loss of use of property, which may
occur before or after delivery of the completed Items to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication,
construction, completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole
negligence of Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the
Supplier or any of its subcontractors. If Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier
shall have no liability under this Section 19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any
indemnification claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's
Compensation laws or any other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any
indemnitee herein, and Supplier consents to a cause of action for indemnity.
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20. INSURANCE. Supplier shall take out and maintain with a carrier or carriers having an A.M. Best Insurance Reports rating of A-:VII or better the following
minimum insurance coverage at its expense for the duration of the Contract (including all warranty periods thereunder) covering all of Supplier's obligations under
the Contract:
(a) Workers Compensation - comply with all applicable workers' compensation laws and furnish proof thereof satisfactory to Company prior to commencing work or
services. If work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accident, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occurrence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplier's employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, errors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall arrange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any error, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. If the Work or Services under the Contract involves the rendering of IT services including, but not limited to: software,
software or hardware or systems development or consulting services; internet/application services (e.g., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential Information, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Errors & Omissions, throughout the term of this Contact and for
a period of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplier's vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregate where applicable to be excess of the coverages and limits required in
Employers' Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. Insurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the Items and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. If Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. In addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation carrier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATION, SUSPENSION OR DELAY. Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by
prior written notice to Supplier. Immediately after receipt of such notice, Supplier shall stop all performance hereunder except as may otherwise be directed by
Company. In the case of termination of the Contract, Supplier shall then transfer to Company, in accordance with Company's directions, and whether located on the
job site, in a vendor's or manufacturer's facility or elsewhere, all materials and all information accumulated, specifically prepared or acquired by Supplier for use in
relation to the design, development, manufacture, assembly, shipment, installation, operation, maintenance or repair of the Items and all supplies, shop drawings,
work in process, equipment, machinery or parts prepared, acquired or used by the Supplier in connection with such Items and for which the Supplier is to be
reimbursed hereunder, and all working drawings, sketches, specifications, and other information accumulated, prepared or acquired by Supplier with respect to
such Items. The Supplier shall, if directed by the Company and to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to
preserve the work in progress and to protect the Items whether still at Supplier's manufacturing facilities or in transit to Company's facilities. If Supplier is not then in
default in the performance of any of its obligations hereunder, and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination.
Company shall pay to Supplier, as Supplier's sole and exclusive remedy for termination under this Section 21, to the extent not already paid to Supplier an amount
equal to: (a) reasonable and documented costs incurred by Supplier in accordance with the Contract prior to Suppliers' receipt of notice of termination, plus, (b) the
reasonable and documented costs and charges incurred by Supplier in winding up its activities under the Contract prior to the effective termination date, provided,
however, that the amounts listed in (a) and (b) of this Section 21 plus prior payments to Supplier shall in no event exceed the Contract Price. If the suspension or
delay is not followed by a termination of the Contract, Company shall have no obligation or make any payments to Supplier after the effective date of the suspension
or delay other than, to the extent not already paid to Supplier, Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such
effective date which are not reduced or eliminated by appropriate mitigative action by Supplier. Before Company resumes performance under the Contract following
such suspension or delay, Supplier and Company shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the
Contract Price to avoid inequities either to Supplier or Company.
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22. DEFAULT. If the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary petition; (c)
makes a general assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers;
or (f) fails to comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either
cure the default at Supplier's expense or terminate the Contract after first giving Supplier three (3) days written notice to cure such default. Immediately after such
termination, Company may: (i) take possession of the Items wherever they may be located and in whatever state of completion they may be together with all
drawings and other information necessary to enable Company to have the Items completed, installed, operated, maintained and/or repaired; (ii) pay to Supplier any
amount then due under the Contract after taking full credit for any offsets to which Company may be entitled; (iii) contract with or employ any other party or parties
to finish the Items; and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES. Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications
or other documents furnished in connection with the Items and satisfy itself as to the condition of the premises and site. No allowance shall be made in respect of
any error as to any of the foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the
completion of installation of the Items, Supplier shall leave the premises and the Items broom-clean.
24. SUPPLIER'S PERSONNEL/DRUGS, ALCOHOL, AND FIREARMS. Supplier shall employ in the performance of the work only persons properly qualified for
the same. Supplier shall at all times enforce strict discipline and good order among its employees and the employees of any sub-Supplier of any tier. Supplier shall
not permit or suffer the introduction or use of any firearms, illegal drugs, or intoxicating liquor upon the work under this Contract, or upon any of the grounds
occupied or controlled by Supplier. Supplier shall immediately remove from the work any person found to be in violation of the above restriction and such person
shall not again be employed in the performance of the work herein without the express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTITY VERIFICATION AND RELATED SCREENING. If requested by the Company, the Supplier shall conduct,
at Supplier's cost and expense, criminal background checks for the current and past countries of residence on all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site. At a minimum, a social security number verification and seven-year criminal background check, including felony or misdemeanor convictions
involving: (a) violence to persons/property; (b) theft/fraud; (c) drug/alcohol; or (d) traffic/other are required. Employment history, education verification, and
professional certifications may also be required by the Company. All background checks will be conducted in accordance with federal, state, provincial, and local
laws, and subject to existing collective bargaining unit agreements or other agreements, if any. Supplier shall not allow persons who have not met the Company's
criteria to perform work, unless Supplier has received assent from Company. Supplier shall supply a certification that meets Company's criteria for each Supplier
employee, agent or representative and for employees, agents or representatives of any subcontractor or independent contractor employed by Supplier. Supplier
shall ensure that employees, agents, subcontractors or independent contractors and the employees of subcontractors or independent contractors sign an
appropriate authorization form prior to criminal background checks being conducted, acknowledging the background check is being conducted and authorizing the
information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substance abuse/drug and alcohol policy that complies with all applicable federal, state and/or local statutes or
regulations. In addition, if requested by Company, Supplier shall ensure a drug test, at Supplier's cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off".
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignment to Company.
Supplier warrants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. 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. INDEPENDENT CONTRACTOR. Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the
Items will be under Supplier's sole control subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's
representatives. Supplier shall fully comply with all applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in
which the Items are to be constructed or located.
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. ENTIRE AGREEMENT. The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions,
understanding or agreement purporting to modify or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and
Company. Any terms and conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way
with the terms and conditions of this Contract are superseded by this Contract.
31. SEVERABILITY. In the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or
rule of law in any jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the
Contract.
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 governed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the
United Nations Convention on Contracts for the International sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW,
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS
PARAGRAPH WILL SURVIVE THE EXPIRATION OR TERMINATION OF THIS CONTRACT.
33. FORUM. The local, state and federal courts having jurisdiction over the location where the Items are to be used by Company shall have exclusive jurisdiction
over all litigation related to the Contract.
34. ALLOCATION. In the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any
allocation among other customers.
35. CYBER SECURITY
35.1 SCOPE OF THIS ARTICLE. This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the
Company that may impact the confidentiality, integrity, or availability of the Company's networks, systems, software, Data, or Confidential Information for the term of
the Contract.
35.2 CYBER SECURITY CONTROLS. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential
Information, and Data that are no less rigorous than the latest published version of ISO/IEC 27001 - Information Security Management Systems-Requirements, and
ISO/IEC 27002 - Code of Practice for International Security Management.
a. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, software, and services provided under the Contract in a timely manner.
b. Contractor warrants that the hardware, software, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features. Contractor agrees to provide a method to verify the integrity and authenticity of all software and patches provided by the Contractor.
c. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactive remote access to Company's networks, systems or applications, Contractor's Personnel will
use multi-factor authentication provided by the Company. Authentication tokens and passwords must not be shared. Upon either (i) Personnel termination actions or
(ii) changes in the status of Personnel which removes their need for remote access, Contractor shall report such termination or change in status to the Company's
Service Desk by telephone and email as soon as practicable and no later than close of the same business day. In the case of Sensitive Personnel and/or
involuntary termination, notification must be immediate. In all other cases, notification must be within one business day.
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35.3 OVERSIGHT OF COMPLIANCE. As evidence of compliance, Contractor shall either:
a. Provide annually to the Company a Statement on Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type II audit covering
the scope of the contract; or,
b. Provide annually to the Company a copy of ISO 27001 certification covering the scope of the contract; or,
c. Provide annually to the Company a third-party audit covering the security controls relevant to hardware, software, or services provided under this contract. Audit
results and Contractor's plan to correct any negative findings must also be made available to the Company; or,
d. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contractor's adherence to the terms of this
Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security Incident or complaint
regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third party to conduct this assessment,
audit, examination, or review on behalf of Company. Company shall give Contractor no less than thirty (30) calendar days' notice of its intent to conduct such
assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in Contractor's physical
and/or technical environment in relation to all Confidential Information being handled and/or hardware, software, or services being provided pursuant to this
Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical premises, documentation, infrastructure,
application software, and systems relevant to the provision of hardware, software, or services under the Contract.
35.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF. In the event of a Contractor, or subcontractor Security Incident affecting the Company, the
Company's networks, systems, software, Data, or the Company's Confidential Information,
a. Contractor shall: (i) notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, by
telephone and email; and (ii) provide the Company with the name and contact information for any Personnel who shall serve as Contractor's primary security
contact and shall be available to assist the Company with Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Contractor's notification to the Company of a Security Incident, the Parties shall coordinate with each other to investigate such Security
Incident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii) making available
all relevant records and other materials required to comply with applicable law, regulation, industry standards, or otherwise reasonably required by Company.
c. Contractor shall use best efforts to immediately remedy any Security Incident and prevent any further or recurrent Security Incident at Contractor's expense in
accordance with applicable privacy laws, regulations, and standards. Contractor shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs of notice and/or remediation pursuant to this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably necessary by Company to protect its
rights relating to the use, disclosure, protection, and maintenance of its Confidential Information and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event of such a breach or threatened breach, Company is entitled to seek
equitable relief, including a restraining order, injunctive relief, specific performance and any other relief that may be available from any court, in addition to any other
remedy to which Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but shall be in addition to all other available
remedies at law or in equity, subject to any express exclusions or limitations in the Contract to the contrary.
35.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE. In addition to any other obligations that arise on termination or expiration of this
Contract, the Parties agree that, on any expiration or termination of this Contract, upon completion of the delivery of the products and services to be provided under
this Contract, or at any time upon Company's request, regardless of the circumstance.
a. Contractor shall immediately surrender to Company all access cards, security passes, passwords and other such devices granting access to any Work Site or to
Company networks or computer systems; and (i) Contractor shall return any Data that is in its care, custody or control to Company in the format requested by
Company and Contractor shall, after receiving Company's written confirmation that it can read the Data provided by Contractor, permanently delete any copies of
the Data in Contractor's care, custody or control. (ii) Contractor will return to Company all hardware and removable media provided by Company that contains
Company Information. Company Information in such returned hardware and removable media may not be removed or altered in any way. The hardware should be
physically sealed and returned via a bonded courier or as otherwise directed by Company. If the hardware or removable media containing Company Information is
owned by Contractor or a third-party, a written statement detailing the destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security representative within fifteen (15) calendar days after completion of the
delivery of the products and services to be provided under this Contract, or at any time upon Company's request. Contractor's destruction or erasure of Company
Information pursuant to this Article must be in compliance with NIST or ISO Standards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of this
Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide Company with the
reasonable assistance services requested by Company. These services will include, at a minimum, converting data, providing parallel services until Company has
transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in developing required interfaces, and such
other assistance services as shall be necessary or appropriate to facilitate, without material or extended interruption to the Services, the orderly transition of the
Services to Company or its new provider of services. The Parties agree that assistance services may extend beyond the Term as reasonably required by Company.
35.6 PROHIBITED VENDORS. Contractor may not use the services or products of any company identified by the US Government and/or regulatory authorities
as a security threat in the provision of Work or Services to Company, either directly or via subcontractors. The current list of prohibited vendors includes Da Jiang
Innovations (DJI), AO Kaspersky Lab, ZTE Corporation, and Huawei Technologies Co. Inc. If Contractor fails to abide by this requirement, Company will provide
Contractor with notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
36. 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.
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