20220621Notice of Affiliate Transaction-Marmon Utility-Redacted.pdf

YPacITICORP
ftmothy K. Clark
*ntorAttomey
7tP7 W. Noriltlcmple, Suftc 320
SattlokeCtty,UT U7r6
(&1)22G196sofice
fim,Clark@podffcw,cont
VIA ELECTRONIC FILING
JIu[Jle20,2022
Idaho Public Utilities Commission
I l33l W. Chinden Blvd
Building 8 Suite 20lA
Boise,ID 83714
Attention:Jan Noriyuki
Commission Secretary
PacifiCorp Notice of Affiliate Transaction - PacifiCorp and Marmon Utility
Case No. PAC-E-05-t
Dear Ms. Noriyuki:
Pursuant to Commitmentl l7(2), incorporated in the Idaho Public Utilities Commission
OrderNo. 29973, issued February 13,2006,as supplemented by OrderNo. 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 ordinary course affiliated interestfransactions from time to time between
PacifiCorp and Marmon Utility, LLC dba Hendrix Aerial Cable Systems (Marmon Utility).
From 201G2020, PacifiCorp had entered into a Master Materials Supply Contract with
Marmon Utility for aerial cable system design, supply, and installation services. That Master
Contract was amended a number of times. ln202l, PacifiCorp entered into a competitive bidding
process for design services, installation materials, job support and installation of aerial cable
systems for wildfire mitigation. Through this competitive bidding process, Marmon Utility was
chosen to provide these services. Thereforc, PacifiCorp is entering into a new Master Materials
Supply Contract with Marmon Utility (Master Services Agreement). A copy ofthe Master Services
Agreement is included as Confidential Auachment A.
PacifiCorp is a wholly-owned indirect subsidiary of Berkshire Hathaway Energy Company
(BHE). In tum, BHE is a subsidiary of Berkshire Hathaway Inc. @erkshire). Berkshire currently
holds a majority interest in The Marmon Group, a holding company. The Marmon Group consists
of approximately 185 companies. These are divided into 15 business sectors including engineered
wire and cable, industrial products, and building wire. Marmon Utility is one of the companies
owned by The Marmon Group. Therefore, Berkshire's ownership interest in BFIE and The
Marmon Group creates an affiliated interest relationship between PacifiCorp and Marmon Utility.
Marmon Utility manufactures electrical distribution cable, cable systems, and accessories
for aerial and underground utility applications. Among the items manufactured by Marmon Utility
is covered "spacer cable." Spacer cable is designed to be resilient to incidental contact (e.g.
f, t,: fr. 1r]r-I 1:.1 ; ,:"vtJ
Re:
Case No. PAC-E-05-08
Idaho Public Utilities Commission
June20,2022
Page2
animals, fallen ffees and tree limbs), have increased stength in the event of impact loads, and be
tolerant to transient events such as lightning. In response to increasing concerns related to
wildfires, PacifiCorp is actively taking steps to constnrct, maintain, and operate its electrical lines
and equipment in a manner that will minimize the risk of catastrophic wildfire. The company has
identified several projects requiring procurement of spacer cable or other aerial cable system
design, supply, and installation services. This Master Services Agreement facilitates completion
of these essential projects in that PacifiCorp will procure additional distribution cable and cable
systems, and accessories under the agreement.
When needed, Purchase Orders will continue to be prepared in accordance with
PacifiCorp's procurement policies and procedures and contain standard commercial terms and
conditions to protect the company's ability to provide safe, reliable service. Thus, use of Marmon
Utility as supplier of services and products under this Master Services Agreement will not harm
the public interest.
Please do not hesitate to contact me if you have any questions.
Sincerely,-/*b K (/^.L-
Timothy K. Clark
Senior Attorney
PacifiCorp
Enclosure:
Confi dential Attachment A.pdf
CONFIDENTIAL ATTACHMENT A
PacifiCorp Notice of Affiliate Transaction
to
MASTER STnvTcT,s exo MATERIALS SUPPLY CoNTRACT
PACMM$2021.07376-PAC
BETwEEN
PACIFICoRP
AND
MARMoN UTILITY LLC
FOR
DESIGN AND TISE OF M.AnUOn HARDWARE AND oTHER MATERIALS NEEDED FoR AERIAL CABLE SYSTEMS FoR
Wu,nrnn MITIGATIoN
TABLEoFCoNTENTS
PAGE
ARTICLE 1. DEFIMTIONS
ARTICLE 2. DESCRIPTION OF WORK
ARTICLE 4. PERIOD OF PERFORMANCE
ARTICLE 5. CONSIDERATION AND PAYMENT
ARTICLE 6. MOST FAVORED NATION; COMPETITIVE OFFERS...
ARTICLE 8. ACCOUNTING AND AUDITING
ARTICLE 9. CREDIT REQTIIREMENTS
ARTICLE I I. WITHHOLDING PAYMENT...
ARTICLE I 2. DESIGNATED REPRESENTATIVES AND NOTICES
ARTICLE I 4. SHIPPING AND TIANDLING...............
ARTICLE 15. INSPECTION, TESTING AND ACCEPTANCE
.J
.5
.6
.6
,6
.6
.7
.7
.7
.7
.8
.9
.9
ARTICLE I 6. RETURN OF MATERIALS..............
ARTICLE 17. RECYCLING OF CONTAINERS AND REELS
l0
l0
l0
l1
ll
t2
t2
t4
l5
l5
l6
l6
t7
t7
t7
l8
ARTICLE 19. LIQUIDATED DAMAGES
ARTICLE 20. CHANGES TO CONTRACT AND/ORPURCHASE ORDERS......
ARTICLE 22. INDEMMFICATION...
ARTICLE 24. SUPPLIER'S PERSONNEL; DRUGS, ALCOHOL AND FIREARMS
ARTICLE 25. ACCESS TO COMPANY' S FACILITIES ...................
ARTICLE 26. SUBSTANCE ABUSE; DRUG AND ALCOHOL POLICY
ARTICLE 27. DEPARTMENT OF TRANSPORTATION
ARTICLE 28. BUSINESS ETHICS.....
ARTICLE 29. SITE REGULATIONS ...................
ARTICLE 30. HAZARDOUS MATERIALS
ARTICLE 3 I . REVIEW OF DELIVERABLES ............
Master Materials Supply Conhact 8-2020 Page I of30
ARTICLE 32. LIENS l8
ARTICLE 33. CONFLICTS, ERRORS, OMSSIONS, ORDISCREPANCIES IN CONTRACTDOCUMENTS...IS
ARTICLE 34, CLAIM NOTICE AND RESOLUTION PROCEDURE ..........................I8
ARTICLE 35. SUSPENSIONOF WORK l8
ARTICLE 36. TERMINATION FOR COI.IV8NIENCE................. ..........19
ARTICLE 37. TERMINATION FORCAUSE t9
ARTICLE 38. DELAYS .20
ARTICLE 39. COMPLIANCE WITH LA'WS.......... ...........20
ARTICLE 40. CONFLICT MINERALS.................... ..........20
ARTICLE 42. RELEASE OF INFORMATION; ADVERTISING AND PROMOTION .....................21
ARTICLE 43. CONFIDENTIAL INFORMATION;NONDISCLOSURE .....................21
ARTICLE 44. OWNERSHIP OF DESIGNS, DRAWINGS AND WORK PRODUCT.. .,,.....,...........,21
ARTICLE 45. PATENT AND COPYRIGHT INDEMNIry............... ....................,......22
ARTICLE 47. OFFICE OF FOREIGN ASSETS CONTROL SANCTIONS LISTS; STATE OR GOVERNMENT
OWNED ENTERPRISES OR CORPORATIONSCYBERSECURITY ........,,............,,.24
ARTICLE 48. CALIFORMA CONST'MERPRIVACY ACT ..26
ARTICLE 49. ELECTROMC COMMERCE ..26
ARTICLE 50. ASSIGNMENT ..27
ARTICLE 54. APPLICABLE LAW AND VENUE ..27
ARTICLE 55. ENTIRE CONTRACT; DOCUMENTS INCORPORATED BY REFERENCE ..28
ARTICLE 56. EXECUTION AND EFFECTIVE DATE .........,............,...29
EXHIBITS
ExrusrrA, ScoPEoF WoRK
APPENDIX I : CouTR.ecToR VENDoR INFoRMATIoN FoRM
ExTilBIT B, PRICING SCHEDULE
EXHBIT C, LETTER OF CREDIT REQUIREMENTS
EXHIBIT D, FoRM oF RELEASE/PURCHASE ORDER
ExTusIT E, STATUToRY FORM OF LIEN AND CLAIM RSI,SASS FOR CaTTOnNIa WORT
ExrilBIT F, CoNrRAcroR HEALTH, Sarrrv eNn ENvIRoNMENTAL
ExTilBIT G, EXPENSE GTJIDELINES
ExTilBIT H, DIVERSITY SuSCONTRACTOR SPEND REPORT
ExrilBrr I, PnoHIsrrEn VENDoRS
Master Materials Supply Contract 8-2020 Page 2 of30
MASTER SBnvlcns axn MATERIALS SUPPLY CoNTRACT
PACMMS-2021-0737 6-P AC
BETwEEN
PlcrrrConp
AND
MARMoN UTILITY LLC
FOR
DESIGN AND UsE oF MARMoN HARDWARE ATID oTHER MATERIALSI\IEE,DED FoR AERIALCABLE SYSTEMS FOR
WILDIIIRE MITIGATIoN
PARTIES
The Parties to this Master Materials Supply Contract (the "Contract") are PACIFICORP (hereinafter
"Company") whose address is 825 NE Multnomah Street, Portland, Oregon97232and MARMON UTILITY LLC
(hereinafter "Supplier"), whose address is 53 Old Wilton RoadMilford. Company and Supplier are hereinafter
sometimes collectively referred to as "Parties" and individually as a *Part5/,'as the context may require.
ARrrcLE l. DEEMIIIN,
Business Day shall mean a day, other than a Saturday, Sunday or holiday, on which banks are generally open for
business in Portland, Oregon. Any generic references to 'odays" shall be deemed to mean a calendar day and not a
Business Day; provided, however, that if the final "day" of any period specified in this Contract falls on a day other
than a Business Day, then the period shall be construed so as to end on the next succeeding Business Day.
BES @ulk Electric System) Cyber System Informetion (BCSI) shall mean information concerning CIPS Covered
Assets that (i) relates to the production, generation or transmission of energy; (ii) could be useful to a person planning
an attack on critical infrastructure; and (iii) provides strategic information beyond the geographic location of the
critical asset, and which is identified as BCSI by Company.
CIPS Covered Assets shall mean any assets identified by Company as "BES assets," "BES cyber assets," "BES cyber
systems," "protected cyber assets," "electronic access control or monitoring systems," "electronic access points," or,
"physical access control systems," as those terms are defined in the North American Electric Reliability Corporation
(NERC) Glossary of Terms. *BES" refers to the "Bulk Electric System" as defined by NERC.
Company's Facilities shall mean any facilities owned, operated or otherwise controlled by Company which require
Company authorization to obtain access.
Confidential Information shall mean: (i) proprietary information of Company; (ii) information marked or desigrated
by Company as confidential, sensitive, or internal; (iii) BES Cyber System Information of Company; (iv) information,
whether or not in written form and whether or not designated as confidential, which is known to Supplier as being
treated by Company as confidential; (v) information provided to Company that Company is obligated to keep
confidential (including but not limited to information that identifies an individual or customer of Company, such as
customer account numbers, customer addresses, customer energy usage information, credit or bank account numbers,
social security numbers, passport or driver's license numbers, whether or not such information is publicly available);
and (vi) information developed by Supplier in connection with the performance of this Conhact.
Cyber Assets shall mean programmable electronic devices, including the hardware, software, and data in those
devices.
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
Master Materials Supply Contract 07-2020 Page 3 of30
also includes user identification information and metadata which may contain Data or from which the Company's
Data may be ascertainable.
Deliverables shall mean all drawings, manuals, calculations, specifications, maps, sketches, designs, tracings, notes,
reports, dat4 computer programs, models, plans, programs, procedures, protocols, samples and other documents and
deliverables that are to be provided, obtained, prepared and delivered to Company by Supplier, as set forth in the
Specifications.
E-Verify shall mean the web-based system that allows enrolled employers to confirm the eligibility of their employees
to work in the United States. E-Verifr employers verify the identity and employment eligibility of newly hired
employees by electronically matching information provided by employees on the Form I-9, Employment Eligibility
Verification, against records available to the Social Security Administration (SSA) and the Department of Homeland
Security (DHS).
Emergency shall mean conditions under which, without effecting an immediate repair or replacement: (i) life, health,
or safety would be endangered by operation of the Company's assets; (ii) the Company's assets would be unavailable
for commercial use; or (iii) the Company's assets could not be operated, or demonstrated to be operating, in
compliance with a) environmental regulations; b) regulations, policies or procedures issued by governmental or
regulatory authorities; or c) prudent utility practice.
Force Majeure Event shall mean a delay caused by any national or general strikes (but excluding strikes relating
solely to the work force of Company, Supplier or a Subcontractor), fires, riots, acts of God, acts of the public enemy,
floods, acts of tenorism, unavoidable transportation accidents or embargoes, or other events (including governmental
regulations) which are: (i) not reasonably foreseeable as ofthe date the applicable Purchase Order is released; and (ii)
attributable to a cause beyond the conhol and without the fault or negligence ofthe Party incurring such delay. The
term Force Majeure Event does not include a delay caused by seasonal weather conditions, general economic
conditions, changes in the costs of goods or Supplier's failure to place orders for equipment, materials or other items
sufficiently in advance to ensure delivery of the Materials and/or availability when needed.
Hazardous Materials shall mean any chemical, substance or material designated or regulated as a "hazardous
material," "hazardous waste," "toxic substance" or any similar designation (including petroleum products) by any
national, federal, state, provincial, or local government (including any agency, authority, department, instrumentality
or other subdivision of the foregoing) having or asserting environmental regulatory jurisdiction with respect to the
substance or material, the Work or the Work Site.
Lead Time shall mean the maximum production time for any specific item of Material from the date of Supplier's
confirmed receipt of Company's Purchase Order, as such Lead Times may be stated in Exhibit D.
Material or Materials shall mean all products, equipment, materials, goods, parts, associated hardware,
documentation, spare parts, data packages, software and associated incidental services to be delivered or provided to
Company, by Suppliea under this Contract and pursuant to Purchase Orders issued to Supplier by Company.
Material Adverse Change or MAC shall mean, with respect to Supplier, if Supplier, in the reasonable opinion of
Company, has experienced a material adverse change in Supplier's financial condition or Supplier's ability to fulfill
its obligations under this Contract, including, but not limited to, any such change that results in its inability to satisry
The CREDIT REQUIREMENTS article or the SECURITY article, including any event or circumstance that would
give Company the right to terminate for cause pursuant to The TERMINATION FOR CAUSE article.
Minimum Order Quantity shall mean the minimum quantity of any line item of Materials that can be ordered and
delivered by Supplier on any single Purchase Order.
Net Replacement Costs shall mean the "cost to cover" remedy available to Company in the event of a default by
Supplier under a Purchase Order. The Net Replacement Costs shall be calculated by: (i) subtracting the price payable
under the Purchase Order from the costs incurred by Company to obtain an altemative supplier to fumish the Materials
that Supplier was otherwise obligated to provide; and (ii) adding a sum for additional managerial, administrative, and
other reasonable costs Company incurs as a result ofSupplier's default.
Notice shall mean a formal written communication which, pursuant to the Contract, one Party must deliver to the
other in order to invoke a Contract right set forth herein.
Personnel shall mean the employees ofSupplier or any ofits agents, Subcontractors, or independent contractors who
are employed to perform Work under this Contract.
Master Materials Supply Contract 07-2020 Page 4 of30
Purchase Order shall mean the document(s) containing the information set forth in the PURCHASE ORDERS article
which is used to order Materials pursuant to the master terms and conditions set forth in this Contract.
Security Incident shall mean any circumstance when (i) Supplier knows or reasonably believes that the
confidentiality, integrity, or availability of any Company Data has been adversely impacted, including but not limited
to, incidents where Company Data has been damaged, lost, comrpted, destroyed, or accessed, acquired, modified,
used, or obtained by any unauthorized person, by any person in an unauthorized manner, or for an unauthorized
purpose; (ii) Supplier knows or reasonably believes that an act or omission has adversely impacted the cybersecurity
of the products or services provided to Company by Supplier or the physical, technical, administrative, or
organizational safeguards protecting Supplier's systems or Company's systems holding Company Data; or (iii)
Supplier receives any complaint, notice, or communication which relates directly or indirectly to (A) Supplier's
handling of Company Data or Supplier's compliance with the data safeguards in this Agreement or applicable law in
connection with Company Data or (B) the cybersecurity ofthe products or services provided to Company by Supplier.
Sensitive Personnel shall mean all Personnel with authorized unescorted physical access or cyber access to
Company's CIPS Covered Assets.
Specilications shall mean any and all drawings, specifications, product descriptions and/or other requirements setting
forth Supplier's obligations with respect to the Materials as detailed in Exhibit A, or in any attachment appended to a
Purchase Order for a specific Materials order.
Subcontractor shall mean any sub-supplier or contractor, at any tier, having an agreement with Supplier to perform
a portion of Supplier's obligations under this Contract.
Term shall mean the period commencing upon the execution of this Contract by Company and continuing thereafter
until December 31,2025, unless earlier terminated as provided herein.
Unescorted Personnel shall mean all Personnel with authorized unescorted physical access to Company's Facilities.
\ilork shall mean all obligations, duties, requirements and responsibilities for the successful supply and delivery of
the Materials in accordance with the terms and conditions set forth herein and inclusive of those detailed within a
specific Purchase Order.
Work Site shall mean, as applicable, the location or locations on property owned or occupied by Company where the
Materials are to be delivered and any portion of the Work is to be performed.
ARTICLE2.W
Upon Supplier's receipt of a Purchase Order, Supplier shall supply and deliver to Company the Materials
listed and/or specifically described in Exhibit A. Each Purchase Order issued by Company to Supplier shall be placed
subject to, and in accordance with, the general terms and conditions set forth in this Contract, including any Lead
Times and Minimum Order Quantities set forth in Exhibit B.
Company is under no obligation to purchase any amount of Materials under this Contract, and this Contract shall not
be construed in any way as granting to Supplier an exclusive right to provide any or all ofthe Materials contemplated
herein. The use of Supplier for the purchase of Materials is discretionary with Company, and Company expressly
reseryes the right to purchase similar or identical items from alternative suppliers during the Term, in Company's sole
discretion. The intent of this Conhact is to establish master terms and conditions that will govern Purchase Orders
issued by Company to Supplier during the Term.
Supplier shall maintain inventory levels of Materials to meet Company's estimated Materials purchase forecasts, as
such may be provided to Supplier from time to time.
ARrrcLE 3. EgBgW-g@S,
Each Purchase Order will identiff and/or describe: (i) the Materials; (ii) the guaranteed delivery date,
including any liquidated damages to be assessed in the event of Supplier's failure to timely perform; (iii) agreed
pricing (if any) that modifies Exhibit B; (iv) the delivery location and agreed delivery terms that modifr the
DELIVERY article (if any); (v) whether the performance of such Work will require use of Unescorted Personnel or
Sensitive Personnel; (vi) the designated representatives for each Party with respect to the order; (vii) order-specific
invoicing instructions; and (viii) any other order-specific terms and conditions. The terms and conditions of this
Contract shall apply to each Purchase Order, as supplemented by the order-specific terms of the Purchase Order. This
Contract and the applicable Purchase Order shall, together, constitute the entire agreement between the Parties with
Master Materials Supply Contract 07-2020 Page 5 of 30
respect to any specific Materials ordered under this Contract. A Purchase Order will be issued through the Company's
procurement system and will specifically reference this Conhact. Within one (l) Business Day of receipt, Supplier
will acknowledge all Purchase Orders placed by Company and accept or reject the Purchase Order as placed by
Company. Any Purchase Order that is not rejected by Supplier within three (3) Business Days of receipt by Supplier
will be deemed to have been accepted by Supplier.
ARTICLE4.@
The Conhact shall be effective for Materials ordered pursuant to a Purchase Order issued during the Term of
the Contract, whether or not such Materials are scheduled to be delivered or actually delivered prior to the expiration
of such Term. The expiration of the Term shall not impact the Parties' respective rights or obligations with respect to
any Purchase Orders issued prior to expiration. Moreover, neither the expiration of the Term nor any earlier
termination of this Contact shall impact any warranties, indemnities, insurance requirements, confidentiality
obligations, termination obligations, or other obligations, which by their own terms are intended to survive the
completion of delivery of Materials pursuant to a Purchase Order, all of which shall continue in full force and effect
after the termination or expiration of the Contract.
Each Purchase Order will specifr a guaranteed delivery date for the Materials. Time is of the essence. Unless otherwise
excused by the terms of this Contract, Supplier's failure to timely deliver the Materials shall result in the assessment
of liquidated damages, to the extent such liquidated damage amounts are set forth in such Purchase Order. Where no
liquidated damages are specified, Company will have all of the rights and remedies available at law with respect to
late delivery. Supplier will provide advance communication to Company on all Purchase Order that will not be
delivered in full per the confirmed Purchase Order delivery date.
ARTICLf, 5. CONSIDERATION AI\D PAYMENT
Except as otherwise set forth in the applicable Purchase Order, prices for Materials shall be those set forth in
Exhibit B. Escalation orother adjustments to pricing shall only be permitted to the extent expressly set forth in Exhibit
B.
Except as otherwise set forth in the applicable Purchase Order, Supplier shall invoice Company for Materials upon
Armore pickup or after delivery. Company will pay Supplier, as full consideration for the satisfactory performance of
Supplier's obligations under this Contract, all amounts due in accordance with the Contract within sixty (60) days of
receipt of properly submitted invoice(s). All invoices shall reference the applicable Contract number. Supplier shall
identify and clearly set forth on the invoice any discount for early payment. Iffreight costs are included in the contract
pricing, they must be listed as a separate line item in the invoice. The total amount of consideration payable for the
Materials will be specified in the Purchase Order.
Company may offset any such payment to reflect amounts owing from Supplier to Company or its subsidiaries
pursuant to this Contract or any other agreement between the parties. In addition, Company may withhold all payments
otherwise due Supplier until such time as Supplier has provided the Default Security, if any, that is required by this
Contract.
ARTICLE 6.
If at any time during the Term, Supplier sells or offers to sell comparable quantities of similar grades of
Materials as those provided hereunder under substantially similar terms and conditions, at a price lower than Supplier's
price to Company then in effect, Supplier shall promptly noti$ Company thereof and offer such lower price to
Company during the period in which such lower price is in effect. Company, or a third party appointed by Company
may, from time to time, audit Supplier's books and records to verift Supplier's compliance with the foregoing.
ARTTCLE 7. re
The pricing described in Exhibit B is exclusive of all taxes to be bome by Company arising out of Supplier's
performance hereunder, including without limitation sales and use taxes. Except as otherwise set forth in the applicable
Purchase Order, local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item.
Notwithstanding the foregoing, Supplier is solely responsible for all import and export duties and value-added taxes
related to the Materials and all applicable parts. Upon request of Company, Supplier shall promptly provide to
Company evidence satisfactory to Company of the payment of all applicable taxes.
ARTICLES.@
Master Materials Supply Contract 07-2020 Page 6 of30
Supplier shall keep accurate and complete accounting records in support ofany cost-based billings and claims
to Company in accordance with generally accepted accounting principles. Company, or its audit representatives, shall
have the right at any reasonable time or times to examine, audit, and copy the records, vouchers, and othcr source
documents which relate to any claim for compensation other than pricing elements which are fxed in amount by this
Contract. Such documents shall be available for examination, audit, and reproduction for three (3) years after
complction or termination of this Contract.
Supplier shall assist Company with preparing necessary audit material and will allow Company to rcvicw 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 considcred to be frnal for the period
audited.
ARTICLE9.@
Supplier shall meet the requirements of either clause (i) or clause (ii) below: (i) Supplier maintains a senior
unsecured debt rating from Standard & Poor's of BBB' or better; or (ii) if Supplier does not maintain a satisfactory
debt rafing, Supplier meets ALL of the following credit standards: a) tangible net worth ten (10) times the projected
maximum liability of Supplier under this Contracq b) no change in the condition of its eamings, net worth, or working
capital over the last twenty-four (24) months, which would reasonably be anticipated to impair Supplier's ability to
meet its obligations undcr this Contact; and c) Supplier is not in default under any of its other agreements and is
current on all ofits financial obligations.
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.
ARTICLE IO. SECURITY
In the event Supplier is unable to satis$ the credit requirements set forttr in ARTICLE 9. CREDIT
REQI-IIREMENTS article at any time during the Term, or if Supplier experiences a Material Adverse Change at any
time during the Term, then Supplier shall provide Company with security against defaults by Supplier under this
Contract in such form and amount as may be reasonably required by Company ("Default Security"), and pursuant to
such additional agreements or instruments as may be reasonably required by Company, including but not limited to
letters ofcredit, third party guaranties, escncw accounts, labor and matcrial payment bonds and/or performance bonds.
Company may at any time, at its own discretion or pursuant to a request by Supplier, recalculate the amount ofDefault
Security required pursuant to this Article, in which case Company shall increase or decrease the existing amount of
Default Security, as appropriate. At no time shall the amount of Default Security to which Company is entitled
pursuant to this Article be less than Company's Net Replacement Costs.
The terms of any letter of credit required by Company shall conform to the attached Exhibit C, as well as the
requirements of this Contract and be issued by a bank acceptable to Company. The letter of credit shall provide for
payment to Company of the letter of credit stated amount if Supplier defaults under the terms of this Contract. The
Company shall have the right to call the entire amount of the letter of credit if Supplier has not renewed the letter of
credit thirty (30) calendar days prior to its expiration.
Supplier's expenses ofcomplyingwith additional Default Security obligations as set forth in this Article shall be bome
by Supplier.
ARTICLEIl.@
Company may, without limiting any other rights or remedies Company may have, withhold from payment
sufiicient amounts which reflect the reasonable cost to repair or replace non-conforming or defective Materials or the
value of any claim which Company has against Supplier under the Contract. Company may also retain from payment
sufficient funds to discharge any delinquent accounts of Supplier for which liens on Company's property have been
or can be filed, and Company may at any time pay therefrom for Supplier's account such amounts as are, in the
reasonable opinion of Company, due thereon, including any sums due under any federal or state law.
ARTICLE 12.
Supplier shall designate a representative authorized to receive Purchase Orders and act on its behalfand shall
advise Company in writing of the name, address, and telephone number of such designated representative, and shall
inform Company of any subsequent change in such designation. All communications to Supplier relating to the day-
Master Materials Supply Contract 07-2020 Page 7 of30
to-day activities under this Contract and any applicable Purchase Orders shall be communicated to Supplier's
designated representative.
In each Purchase Order, Company shall designate a representative authorized to act on its behalf with respect to the
Materials ordered pursuant to such Purchase Order, and shall inform Supplier of any subsequent change in such
designation. All communications to Company relating to the day-to-day activities under such Purchase Order shall be
communicated to Company's designated representative.
Any formal Notice required to be delivered in writing under the terms of this Contract shall be delivered to the
representative of the other Party as designated below. All formal written Notices shall be: (i) hand delivered; (ii)
deposited in the mail, properly stamped with the required postage; (iii) sent via registered or certified mail; or (iv) sent
via recognized overnight courier service. The Parties' addresses for purposes of Notice shall be as set forth below:
If to Company: If to Supplier:
PacifiCorp Marmon Utility LLC
825 NE Multnomah Street, Suite 600
Portland, Oregon97232 53 Old Wilton Rd. Milford NH 03055
Hendrix Overhead Solutions
Attention:Kevin Schiedler
Kevin. Schiedler@pacifi corp.com
Attention:
Email:
Telephone:
Mark Fallon
Email mfallon@marmonuti lity.com
Telephone:[phone] (42s) 829-834s
Either Parfy may change the name or address of the designated recipient of Notices by delivery of a Notice of such
change as provided for in this Article.
Requested changes to Supplier's banking information must be independently verified with Supplier and may take up
to 60 days to process. Company shall continue to use Supplier's previous banking information during the verification
period unless an exception is approved by Company's Chief Financial Officer or designee. Company shall not be
liable for late fees or interest on any late or missed payments due to Supplier's requested changes that could not be
reasonably verified by Company. Changes to Supplier information will be confirmed by Company with the following
Supplier staff:
Master Materials Supply Contract 07-2020 Page 8 of30
Supplier Treasurer:
Name: Randy Clos
Title: VP of Finance
Address: 53 Old Wilton Rd.
Milford NH 03055
Telephone:(603\249-1263
Supplier Website:www marmonutility.com
Supplier Senior Manager:
Name: Ken Woo
VP, Marmon Utility
Title:
Address:
Supplier Senior Manager:
Name: David Shockley
Director of Sales, Hendrix Aerial Cable
SystemsTitle:
Address:53 Old Wilton Rd.53 Old Wilton Rd.
Milford NH 03055 Milford NH 03055
Telephone:(603\ 249-1287 Telephone:(614\ 633-7215
ARTICLE 13. DELIVERY
Delivery of the Materials is a substantial and material consideration under this Contract. Unless otherwise
set forth in a Purchase Order, delivery of the Materials shall be DDP Destination as noted in the Purchase Order, with
Supplier retaining all risk, liability and responsibility, financial or otherwise, until Company receives and accepts such
Materials. Materials shall be delivered free of defects and within a firm lead time.
If applicable to the order, Supplier shall deliver Materials no earlier than the earliest allowable delivery date specified
in the Purchase Order. Any delivery prior to the earliest allowable delivery date shall constitute grounds for rejecting
the applicable Materials. Should Company (at its discretion) choose to accept delivery prior to the earliest allowable
delivery date specified in the Purchase Order, then Company shall be entitled to recover as Contract damages any
incremental storage, security, rigging, handling and other charges associated with delivery prior to the earliest
allowable delivery date specified in the Purchase Order.
Materials delivered afterthe guaranteed delivery dates shall be subjectto liquidated damages as specified in ARTICLE
19. LIQUIDATED DAMAGES article in the applicable Purchase Order (or, if no liquidated damages apply to the
order, all of the rights and remedies available at law with respect to late delivery).
ARTICLE14.@
14.1 Packing
a. Supplier is responsible for ensuring that the Materials furnished under this Contract are suitably packaged
to prevent damage under nonnal handling and transportation methods. All Materials or components thereof
shall be identified with the Company's stock identification number, equipment number, tag number, or
other identification as may be applicable to any such Materials, or as may be required by the Specifications.
Additionally, Materials that need to be handled in a specific manner to protect the contents must be plainly
marked on the outside of the box or other shipping container. This includes but is not limited to materials
or components that need indoor storage, are temperature sensitive, or need to be stored upright.b. Any Materials or components thereof that might otherwise be lost shall be boxed or wired in bundles and
plainly marked for identification. All un-palletized deliveries shall be delivered with a gross weight less
than forty (40) pounds. Any shipment containing, but not limited to, boxes, Materials, and components
with a single gross weight limit which exceeds forty (40) pounds shall be palletized, with all boxes,
Master Materials Supply Contract 07-2020 Page 9 of30
Materials, or components securely attached to the pallet. All parts exceeding one thousand (1000) pounds
gross weight shall be prepared for shipment by palletizing with slings or harness for handling by crane.
Boxed parts, where it is unsafe to attach slings to the box, shall be packed on pallets with slings or harness
attached to the pallet or part, the slings or hamess shall be so attached to readily allow ease in attachment
to the hoisting equipment.
c. Within forty-eight (48) hours prior to the shipment of any items, Supplier shall notifr Company of shipping
information, including shipping date, date of Materials delivery, and the designated carrier.
14.2 Shipment Routing
a. Prior to the shipment of any Materials, Supplier shall become knowledgeable as to the hansportation
conditions, such as clearances and restrictions, height and width, bridge load limits and other limitations or
requirements affecting transportation of the Materials. Such limitations, requirements or the lack of
transportation facilities shall not become the basis for claims or damages or for an extension of the
guaranteed delivery dates.
ARTICLE 15. INSPECTION. TESTING AIID ACCEPTANCE
Upon Company's request, the Company's representative shall be provided access to Supplier's facilities to
obtain information on production progress and to make inspections. Supplier will make reasonable efforts to obtain,
for Company, access to Subcontractor facilities for the purposes described above.
When: (i) the Specifications include pre-shipment requirements; or (ii) the words "Pre-Shipment Inspection Required"
are indicated on the Purchase Order, then (in either case) one or more of the items of Materials on the Purchase Order
contain pre-shipment inspection requirements. In such cases, Materials shall not be shipped until Company or its
designee has inspected the Materials or associated certificates, as required, and advised Supplier in writing that the
Materials appear to comply with the Specifications.
After delivery, the Materials shall be subject to inspection, testing and acceptance by Company, including any testing
or commissioning process described in the Specifications. Company shall have the right to reject any Materials which
are defective or non-conforming with the Specifications, applicable Purchase Order instuctions, or other terms of the
Contract. Materials rejected shall be retumed to Supplier in such method as provided by Supplier and at Supplier's
expense and, in addition to Company's other rights, Company may charge Supplier all expenses of unpacking,
examining, inspecting, de-installing, repacking and reshipping such Materials, including expenses incurred to restore
and retum Company Facilities to their original condition prior to the installation of any Materials, if applicable.
Any inspection and testing performed by Company shall be solely for the benefit of Company and shall not relieve
Supplier of the responsibility for providing quality control measures to ensure that the Materials strictly comply with
the Conhact requirements and any applicable Purchase Order instructions. Neither Company's inspection of the
production processes, production progress and/or Materials nor its failure to inspect shall relieve Supplier of its
obligations to fulfill the requirements of this Contract, or be construed as acceptance by Company.
ARTICLE 16. RETURN OF MATERIALS
Supplier shall accept Materials for retum to Supplier inventory without charge to Company when the
following conditions are met:
a. The Materials are not unique to Company, are retumed in original packaging and in an unused condition,
and the retum to Supplier by Company was within six (6) months of Company's receipt of the same;b. Costs for retum logistics to Supplier are to the account of Company; andc. Such Materials have been stored by Company in accordance with Supplier provided environmental storage
conditions or, in the event Supplier fails to provide environmental storage guidelines, in accordance with
generally accepted storage guidelines for such Materials.
ARTICLE 17. RECYCLING OX'CONTAINERS AIID REELS
Supplier and Company agree that containers and reels make up a significant and avoidable cost within the
supply chain. Supplier and Company agree that an exchange or rotatable progmm for containers and reels will allow
both Parties to remove unnecessary cost in the supply chain. Accordingly, Supplier and Company shall develop
guidelines on returning containers and reels to Supplier for recycling and/or using container-less or reel-less best
practices. The Parties agree that Supplier shall credit Company the cost ofthe retumed reels and containers, ifapplicable,
from the next invoice submitted. Supplier shall retrieve empty reels and containers from Company Work Sites within
Master Materials Supply Contract 07-2020 Pase l0 of30
ten (10) Business Days of request by Company or upon delivery of new Materials, whichever is sooner
ARTICLE 18. WARRANTY
In the event Company subcontracts a third party engineering firm to perform project engineering and design as
outlined in Exhibit A, Supplier will be responsible for final review and approval of the final design of the Materials,
Deliverables and the Work, including subsequent modifications to the design and as built changes; provided, that the
warranties set forth herein shall be void to the extent that any claim under this Article 18 results from any of the
following circumstances: (i) any design or modification that has not been approved by Supplier; (ii) failure of
Company to correct any discrepancies between the pre-approved design and the Materials, Deliverables or Work, as
provided below; or (iii) any component not supplied to Company by Supplier (including, without limitation, any
failure of a component supplied by Supplier that results from, or is caused by, the failure and/or malfunction of a
component not supplied by Supplier)..
Upon completion of the Work, Supplier will perform final site inspection and generate a written report indicating
whether Company is in compliance with the Hendrix installation standards and pre-approved desigr. Any non-
conformance or deficiency with the Hendrix installation standards and pre-approved desigr will be identified in
writing with recommended actions to correct deficiency. Company has responsibility to correct the identified
deficiency. Once all deficiencies are corrected, Supplier will perform a final site inspection and report and the
waranties set forth herein shall commence effective as of the receipt of the Materials by Company.
Subject to the requirements set forth above, Supplier warrants that the Materials furnished hereunder shall conform to
the Specifications (including all inspection and testing criteria as defined by Company in the Specifications), to any
other requirements set forth in the Contract, and to any additional requirements set forth in drawings, samples,
descriptions and other Deliverables furnished pursuant to the Contract (to the extent that such additional requirements
do not conflict with the Specifications).Notwithstanding anything contained in this Agreement Supplier shall not be
liable for product defects caused by or resulting from any inaccuracies in the Specifications provided to Supplier.
Supplier further warrants that the Materials shall be free from defects and shall be suitable for the use if specified.
These warranties shall remain in effect for the period specified in the Purchase Order or, if no period is specified in
the Purchase Order, for a period of five (5) years following receipt and acceptance of the applicable Materials by
Company. Supplier warrants that any repaired or replaced Materials will meet the warranty requirements ofthis Article
for an additional period of five (5) years following Company's acceptance of such repairs or replacements, or until
the expiration of the original warranty period of this paragraph, whichever is later; provided. however, this wananty
shall not exceed a period often (10) years total.
Notwithstanding the forgoing, solely with respect to projects that are less than a half mile in length and where the
Supplier does not complete a design review and inspection ('Special Projects"), the warranties for such Special
Projects shall remain in effect for the period specified in the Purchase Order or, ifno period is specified in the Purchase
Order, for a period of one (l) year following receipt and acceptance of the applicable Materials by Company. Supplier
warrants that any repaired or replaced Materials for the Special Projects will meet the wananty requirements of this
Article for an additional period of one (l) year following Company's acceptance of such repairs or replacements, or
until the expiration of the original warranty set forth in this paragraph, whichever is later; nrovided. however, this
warranty shall not exceed a period oftwo (2) years total.
Supplier shall repair or replace any Materials that fail to meet the foregoing warranties during the applicable warranty
period. If the cost of the wananty repair calls for the de-installation and removal of the Materials, Company and
Supplier must mutually agree to the method of remediation (i.e., repair or replacement). Supplier will be liable for all
costs associated with de-installation, reinstallation, disposal and transportation for such repairs. Supplier is responsible
for all costs directly related to a warranty failure of the Materials during the applicable warranty period.
If Supplier fails to promptly make any repair, replacement or re-performance as required herein, Company may
conduct the necessary Work at Supplier's expense. Supplier cannot void the waranty for repair, replacement or re-
performance performed under these circumstances. Provided that such repair, replacement or re-performance is
conducted in a reasonable manner and with workmanship and care consistent with industry standards, Supplier shall
reimburse Company for the cost of any warranty repair, replacement or re-performance self-performed by Company.
If any Materials fail to meet the foregoing waranties during the applicable waranty period, Company shall have the
right, at Supplier's cost, to perform Emergency replacements or repairs as Company deems necessary to mitigate risks
to persons and property and to minimize on-going production losses. The Company agrees to notif, Supplier of these
Master Materials Supply Contract 07-2020 Page ll of30
Emergency repairs or replacements as soon as practical. Supplier cannot void the warranty for repairs or replacements
performed under these Emergency circumstances. Provided that the Emergency repairs or replacements are performed
in a reasonable manner and with workmanship and care measured by the industry standards, Supplier shall reimburse
Company for the cost of any warranty replacements or repairs made by Company necessitated by an Emergency during
the applicable warranty period.
TT{ESE ARE SUPPLIER'S ONLY E)GRESS WARRANTIES. SUPPLIER DISCLAIMS ALL IMPLIED
WARRANTIES, INCLUDING, WITHOUT LIMITATION, TIIE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON.INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
ARTICLE 19. LIOUIDATED DAMAGES
If Supplier fails to deliver the Materials by the guaranteed date specified in any Purchase Order, Company
will incur some degree of damages. The Parties expressly acknowledge and agree that it would be difficult or
impossible to determine with absolute precision the amount of damages that would be incurred by Company as a result
of Supplier's failure to deliver the Materials in accordance with and within the time specified in a Purchase Order.
The Parties accordingly agree that certain Purchase Orders may contain liquidated damages. To the extent that
liquidated damages are established by a Purchase Order, the parties agree that that such liquidated damages are in lieu
of actual damages and are the Parties' reasonable estimate of fair compensation for the losses that are reasonably
anticipated to be incurred by Company from the failure to timely perform in accordance with the guaranteed dates
specified in the Purchase Order (the Parties having taken into account all factors that they deem appropriate, including
all of the respective rights and obligations under this Contract), and do not constitute a penalty. Any liquidated
damages shall be specified within a Purchase Order. When applicable, the payment of liquidated damages (and, to the
extent applicable, termination of the Contract and/or Purchase Order by Company for default in accordance with the
terms hereof) shall be Supplier's sole and exclusive obligations and Company's sole and exclusive remedy with
respect to Supplier's failure to deliver the Materials in accordance with the guaranteed dates set forth in a specified
Purchase Order (but only to the extent that the Purchase Order establishes liquidated damages). The sole and exclusive
remedy provision set forth in this Article applies only to claims related to untimely performance and not to any other
damage claims Company may have under this Contract.
In the event that the provisions for the payment of liquidated damages as specified in a Purchase Order are held to be
unenforceable as a matter of law, Supplier shall be liable for all damages for late delivery.
ARTICLE 20.
Company may at any time in writing direct changes and/or additions within the general scope of a Purchase
Order or this Contract or direct the omission of or variation of Work. If any such direction results in a material change
in the amount or character of the Work, an equitable adjustment in the Purchase Order price and other such provisions
ofthis Contract or any relevant Purchase Order as may be affected shall be made and this Contract and/or any relevant
Purchase Order shall be modified in writing accordingly. Any claim by Supplier for an adjustment under this Article
shall be processed in accordance with the provisions of the CLAIM NOTICE AND RESOLUTION PROCEDURE
article.
No change shall be binding upon Company until a change order is executed by an authorized representative of
Company which expressly states that it constitutes a change order to this Conhact. THE ISSUANCE oF INFoRMATIoN,
ADVICE, APPROVALS, OR INSTRUCTIONS BY ANYONEOTHERTHAN TIIE AUTHORIZED COMPAI.IY REPRESENTATM SHALL
NOT CONSTIruTE AN AUTTIORIZED CHANGE ORDER PURSUANT TO THIS ARTICLE.
ARTICLE 2I. INSURANCE
Without limiting any liabilities or any other obligations of Supplier, Supplier shall, prior to commencing Work,
secure and continuously carry with insurers having an A.M. Best Insurance Reports rating of A-:VII or better such
insurance as will protect Supplier from liability and claims for injuries and damages which may arise out of or result from
Supplier's performance and operations under the Contract and for which Supplier may be legally liable, whether such
performance and operations are by Supplier or a Subcontractor or by anyone directly or indirectly employed by any of
them, or by anyone for whose acts any of them may be liable. Supplier shall insure the risks associated with the Work
and this Contract with at least the minimum coverage and limits as set forth below:
Workers' Compensation. Supplier shall comply with all applicable workers' compensation laws and shall furnish proof
thereof reasonably satisfactory to Company prior to commencing Work. Supplier also shall include the alternate employer
endorsement with Company included as an alternate employer.
Master Materials Supply Contract 07-2020 Page l2 of30
Emplo),ers' Liabilitv. Supplier shall maintain employers' liability insurance with a minimum single limit of $5,000,000
each accident $5,000,000 disease each employee, and $5,000,000 disease policy limit, and covering locations of all work
places involved in this Contract.
Commercial General Liability. Supplier shall maintain commercial general liability insurance on the most recently
approved ISO policy form, or its functional equivalent, written on an occurrence basis, with limits not less than
$6,000,000 per occurrence/$6,000,000 general aggregate and shall include, without sublimit, the following coverage:
a. Premises and operations coverage
b. No independent contractor's exclusionc. Blanket contractual liability
d. Products and completed operations coverage through the statute of limitations or statute of repose,
whichever is longer, and including any tolling extension of each statee. No specific exclusion for explosion, collapse, and underground property damagef. Property damage liabilityg. Personal and advertising injury liability, with the contractual exclusion removedh. Sudden and accidental pollution liability for unexpected and unintended events which can be on a time
element and named peril basis, if actions under the scope of the work can result in a pollution eventi. No specific subsidence or earth movement exclusionj. Operations on or adjacent to a railroad or railroad right ofway, as applicable
Business Automobile Liabili8. Supplier shall maintain business automobile liability insurance on the most recently
approved ISO policy form, or its frrnctional equivalent, with a minimum single limit of $6,000,000 each accident for bodily
injury and prope(y damage resulting from an accident, with respect to Supplier's vehicles whether owned, leased, hired
or non-owned, assigned to or used in the performance ofthe Work. Ifflre scope ofwork includes the fiansport of pollutants
or can result in an environmental restitution obligation, the automobile liability policy will include pollution liability
coverage equivalent to that provided under fie ISO Pollution Liability Broadened Coverage for Covered Autos
endonement (CA9948) and Motor Carrier Act endorsement (MCS90) shall be attached.
Umbrella or Excess Liabilitv. If required to meet the above Employer 's Liability, Commercial General Liability and
Business Automobile Liability primary coverage limits, Supplier shall maintain umbrella or excess liability insurance
so that when combined with the combined primary policy limits the total limits are at least that required of the above
primary insurance requirements.
The followins additional coveraees are required if the Work or Services meet the requirements set forlh in the description
ofthe coverase.
Nefwork Securitv & Privacy Liability. If the Work or Services under the Contract involves the rendering of
information technology services including, but not limited to: software, software or hardware or systems development
or consulting services; internet/application services (e.9., web hosting); providing content; connections to systems,
technology or network(s); or if Supplier in any way collects, obtains, maintains or in any way accesses or uses
Confidential Information or Data, then Supplier, and its Subcontractors of any tier shall maintain Network Security &
Privacy Liability coverage 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 and in the aggregate.
Transit and Installation. If the Supplier will engage in air, land and water shipments or installation of plant, equipment,
machinery, components, supplies and materials, Supplier shall maintain transit and installation insurance covering all
applicable worldwide air, land and water shipments, and installation of plant, equipment, machinery, components,
supplies and materials, and shall include loading and unloading and offsite storage ifthe Supplier or Subcontractor
will perform. Coverage shall attach at Supplier's point of shipment and continue until installed, constructed or rigged
by Supplier or its Subcontractors in conjunction with this Work. Supplier shall have obtained such transit or
installation coverage on or prior to the date on which the exposure to the risk arises. Company will be included as loss
payee or additional insured for its interest in the covered property.
Supolier's Professional Liability. If the Supplier provides professional services such as advisory, architectural,
engineering, environmental, design and survey services, Supplier shall maintain contractor's professional liability
insurance with a minimum limit of $2,000,000 per claim and $2,000,000 aggregate. Coverage shall include all claims
associated with professional services rendered by or on behalf of lead contractor.
Company does not represent that the insurance coverage specified herein (whether in scope ofcoverage or amounts
Master Materials Supply Contract 07-2020 Page 13 of30
of coverage) are adequate to protect the obligations of Supplier, and Supplier shall be solely responsible for any
deficiencies thereof.
The Commerical General Liability and Business Automobile Liability policies required herein shall include provisions
or endorsements including Company, its parent organization, divisions, subsidiary companies, and the officers,
directors, employees and insurers of the same as additional insured. The commercial general liability additional
insured endorsement shall be ISO Form CG 20 l0 and CG 20 37 or their factual equivalent, including additional
insured coverage for both on-going and completed operations.
All policies required by this Contract shall: (i) be primary insurance with respect to the interests of Company and that
any other insurance maintained by Company is excess and not contributory insurance with the insurance required
hereunder, (ii) contain a cross liability, separation of insureds, or severability of interest clause or endorsement in the
commercial general liability, automobile liability and umbrella or excess liability coverage. Unless prohibited by
applicable law, all required insurance policies shall contain provisions that the insurer will waive rights of recovery
or subrogation against Company, its parent, divisions, subsidiary companies,directors, officers, employees, and
insurers, it being the intention ofthe Parties that the insurance as effected shall protect all ofthe above-referenced
entities evidenced by waiver of subrogation wording. Supplier shall provide Company with at least thirty (30) days
written notice of cancellation or material reduction in coverage of any insurance required by herein.
Supplier is solely responsible for any deductibles or self-insured retentions associated with all policies required by
this Contract.
A certificate of insurance shall be furnished to Company confirming the issuance of such insurance prior to
commencement of Work by Supplier and prior to the renewal or replacement of any required policy. Copies of
additional insured, waiver of subrogation, and primary/non-contributory endorsements or excerpts of applicable policy
provisions shall also be provided. Should a loss arise during the term of the Contract that may give rise to a claim
against Supplier and/or Company as an additional insured, Supplier shall deliver to Company (or cause to be delivered
to Company) copies of such insurance policy documentation.
Supplier shall require Subcontractors who perform Work at the Work Site to carry liability insurance (auto,
commercial general liability and excess), contractor's pollution liability, contractor's professional and protective
indemnity liability, and workers' compensation/employer's liability insurance commensurate with their respective
scopes of work. Subcontractors shall be conhactually required to include Company as an additional insured for
ongoing and completed operations with regards to liability insurance (auto, commercial general liability and excess),
and shall provide waivers of subrogation with regards to all policies required herein. Supplier shall remain responsible
for any claims, lawsuits, losses and expenses, including defense costs that exceed any ofits Subcontractors' insurance
limits or for uninsured claims or losses.
Should Supplier or its Subcontractors fail to provide or maintain any ofthe insurance coverage referred to in this
Contract, Company shall have the right, but not the obligation, to provide or maintain such coverage, or coverage
affording equivalent protection, at Supplier's sole expense, either by direct charge or set-off.
ARrrcLE 22. INEMNITIoN
TO THE FULLEST EXTENT PERMITTED BY LAW, SUPPLMR SPECIFICALLY AND E)PRESSLY
AGREES TO INDEMNIFY, DEFEND, PROTECT, AND HOLD HARMLESS COMPANY, ALL AFFILIATES,
AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS GIEREINAFTER COLLECTIVELY*INDEMMTEES") AGAINST AND FROM ANY AND ALL CLAMS, DEMANDS, SUITS, LOSSES,
ruDGMENTS, COSTS, EXPENSES AND DAMAGES OF EVERY KIND AND DESCRIPTION,INCLUDING
R.EASONABLE ATTORNEYS' FEES AND/OR LITIGATION EXPENSES, BROUGHT OR MADE AGAINST
OR INCURRED BY A}.IY OF TT{E INDEMMTEES BY A THIRD-PARTY RESULTING FROM OR ARISING
TO THE EXTENT OUT OF T}IE ACTS, ERRORS, OMISSIONS, OR WILLFUL MISCONDUCT OF SLiPPLIER,
ITS EMPLOYEES, AGENTS, OR REPRESENTATIVES OR , IN TI{E PERFORMANCE OR
NONPERFORMANCE OF SUPPLIER'S OBLIGATIONS I.INDER THIS CONTRACT OR IN ANY WAY
RELATED TO THIS CONTRACT. THE INDEMNITY OBLIGATIONS T]NDER THIS ARTICLE SHALL
INCLUDE WITHOUT LIMITATION:
A. LOSS OF OR DAMAGE TO ANY PROPERTY OF COMPANY, SUPPLIER OR ANY THIRD PARTY;
B. BODILY INruRY TO, OR DEATH OF AIIY PERSON(S), INCLUDING WITHOUT LIMITATION
EMPLOYEES OF COMPANY, OR OF SUPPLIER OR ITS SUBCONTRACTORS OF ANY TIER; AND
Master Materials Supply Contract 07-2020 Page 14 of30
C. CLAIMS ARISING OUT OF WORKERS'COMPENSATION, UNEMPLOYMENT COMPENSATION,
DISABILITY, OR SIMILAR SUCH LAWS OR OBLIGATIONS APPLICABLE TO EMPLOYEES OF
SUPPLIER OR ITS PERSONNEL OF ANY TIER,INCLUDING CLAIMS THAT SUCH SUPPLIER OR
PERSONNEL OF ANY TIER ARE EMPLOYEES OF COMPA}.IY.
SUPPLIER'S INDEMNITY OBLIGATIONS OWING TO INDEMMTEES I.JNDER THIS ARTICLE ARE NOT
LIMITED BY A}.IY APPLICABLE INSURANCE COVERAGE IDENTIFIED IN THE INSURANCE ARTICLE.
SUPPLIER'S INDEMNITY OBLIGATION UNDER THIS ARTICLE SHALL NOT EXTEND TO THE EXTENT
ANY LIABILITY IS DIRECTLY CAUSED BY TO THE EXTENT OF TI{E NEGLIGENCE OF ANY OF TI{E
INDEMMTEES OR T}IEIR RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES.
FOR WORK PERFORMED IN TTM STATES OF OREGON AND WASHINGTON, AND TO TTIE LIMTED
EXTENT THAT THIS CONTRACT REQUIRES SUPPLIER TO PERFORM WORK MEETTNG T}IE
STATUTORY DEFINITION OF *CONSTRUCTIOI\T, IN EITI{ER OF TI{E ABOVE-REFERENCED STATES,
SUPPLIER'S INDEMMTY OBLIGATIONS UNDER THIS ARTICLE SHALL EXTEND ONLY TO LIABILITY
FOR DAMAGE ARISING OUT OF DEATH OR BODILY INJURY TO PERSONS OR DAMAGE TO PROPERTY
TO THE EXTENT THAT TT{E DEATH OR BODILY INJURY TO PERSONS OR DAMAGE TO PROPERry
ARISES OUT OF THE FAULT OF STIPPLIE& OR TI{E FAULT OF SUPPLIER'S AGENTS,
REPRESENTATIVES OR SI.JBCONTRACTORS.
TO THE EXTENT APPLICABLE, SUPPLIER SPECIFICALLY AND EXPRESSLY WAIVES ANY IMMUNITY
UNDER EITHER INDUSTRJAL INSURANCE, TITLE 5I, RCW, OR WORKERS' COMPENSATION LAW,
CHAPTER 656, ORS, AND ACKNOWLEDGES THAT THIS WAIVER WAS MUTUALLY NEGOTIATED BY
TIIE PARTIES HEREIN.
TT{E INVALIDITY, IN WHOLE OR IN PART, OF ANY OF THE FOREGOING PARAGRAPHS WILL NOT
AFFECT TI{E REMAINDER OF SUCH PARAGRAPH OR ANY OTI{ER PARAGRAPHS IN THIS ARTICLE.
ARrrcLE 23. UEByED
RESERVED.
ARTICLE 24. SUPPLIER,S PERSONNEL: DRUGS. ALCOHOL AIITD FIREARMS
Supplier shall employ in the performance of the Work only persons qualified for the same. Supplier shall at
all times enforce strict discipline and good order among its employees and the employees of any Subcontractor of any
tier. Supplier shall not permit or allow the introduction or use of any firearms, illegal drugs or intoxicating liquor upon
the Work Site. Supplier shall immediately remove from the Work, whenever requested by Company, any p€rson
considered by Company to be incompetent insubordinate, careless, disorderly, in violation of the above restriction on
fireatms, illegal drugs or intoxicating liquor, or under the influence of illegal drugs or intoxicating liquor, and such
person shall not again be employed in the performance of the Work herein without the consent of Company.
ARTICLE 25. ACCESS TO COMPAITY'S FACILITIES
25.1 Reouirements for Access
Access to Company controlled areas is granted on an as-needed basis only in accordance with Company's
internal badge and access policies. Company shall specifo in the Release or Scope of Work whether or not the Work
under this Contract requires either: (i) unescorted physical access to Company's Facilities; or (ii) local or remot€
access to Company's Cyber Assets. For all Personnel who require either such access, Supplier shall:
a. Conduct, at Supplier's cost and expense, a Personnel risk assessment to include at a minimum an identity
verification, E-VeriS and seven-year criminal background check for the current residence and past
locations of residence of all Personnel requiring access. 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. A background check completed within two (2) years prior to the
date the Supplier signed a ContractorAy'endor Information Form for each such person will be considered
valid. Following the initial background check, updates shall be performed no less frequently than every
seven (7) years or upon request by Company. ln the event Company notifies Supplier of impending
expiration ofa background check, Supplier shall provide an updated Contractor/Vendor Information Form
Master Materials Supply Contract 07-2020 Page 15 of30
reflecting a refreshed background check within twenty (20) days of receipt of the Notice in order to avoid
revocation of such person's access. An appropriate authorization form must be signed by each of the
Personnel prior to a background check being conducted, acknowledging that the background check is being
conducted and authorizing the information obtained to be provided to Company;
b. Ensure that Personnel have passed the background checks outlined in subsection 25.1(a) prior to requesting
access to Company's Facilities and/or Cyber Assets. In the event any such person: (i) is currently under
indictment for a crime punishable by imprisonment for a term exceeding one year; (ii) has been convicted
(within the past seven years) in any court of a crime punishable by imprisonment for a term exceeding one
year; (iii) is currently a fugitive ofjustice; or (iv) is an alien illegally or unlawfully in the United States,
such person shall be considered a "restricted person" and may not be granted access without prior written
consent from Company. In the event any such person's background check reveals any residency gap ofsix
(6) consecutive months or more, Supplier shall review, evaluate, and document any such residency gap to
ensure that it does not pose a risk to Company's Facilities or Cyber Assets, prior to making a determination
that Personnel have passed the background check;c. Ensure that Personnel complete Company provided or approved haining prior to requesting access;d. Ensure that Personnel have passed Supplier's drug and alcohol exam and are in compliance with Supplier's
substance abuse/drug and alcohol policy as outlined in the SUBSTANCE ABUSE; DRUG AND
ALCOHOL POLICY article; and
e. Keep accurate and detailed documentation to confirm completion dates for background checks and all
required training (initial and annual training, to the extent applicable), and certifu to Company such
documentation by completing a Contractor/Vendor Information Form, attached as Exhibit A, Appendix l,
hereto, for each person who will have access. Company has the right to audit Supplier's records supporting
each Contractor/Vendor Information Form submitted to Company and to verifr that the requisite
background checks and training were performed. Supplier shall provide Company with all requested
records supporting Contractor/Vendor Information forms within a reasonable time after receiving such a
request, and in the form requested by Company, but not longer than three (3) business days following the
date ofsuch request.f. Notiff the company in a timely manner of termination or change in status removing the need for access.
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. The Enterprise Service Desk is available 24
hours a day by calling either [phone] or [phone].
Supplier shall not allow any person who has not met the foregoing requirements of this subsection 25.1 to perform
Work, unless Supplier has received prior written consent from Company.
25.2 Additional Access Reouirements Soecific to Sensitive Personnel
In addition to the access requirements outlined in subsection 25.1, with respect to all Sensitive Personnel, Supplier
also shall:
a. Ensure that Sensitive Personnel (and any Personnel with access to BCSI) are informed of and comply with
Company's BCSI requirements contained in any confidentiality agreement previously executed by
Supplier as well as the BCSI requirements set forth herein in the CONFIDENTIAL INFORMATION;
NONDISCLOSURE article; and
b. In addition to the initial training requirement outlined in subsection 25.1(c), ensure that Sensitive Personnel
complete annual Company provided or approved CIPS compliance training within Company's prescribed
training window.
Supplier shall not allow any person who has not met the foregoing requirements of this subsection 25.2 to perform
Work, unless Supplier has received prior written consent from Company.
ARTICLE 26. SUBSTANCE ABUSE: DRUG AITID ALCOHOL POLICY
a. 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. Supplier shall subject each of the
Personnel to a drug test at Supplier's sole cost and expense. Such drug test shall, at a minimum, be a five
(5) Panel Drug Test, which should be recognizable at testing labs as a "SamHSAS panel at 50NG - THC
cut-off'.
Master Materials Supply Contract 07-2020 Page 16 of30
b. For any Personnel who have had a recent drug test, such recent drug test shall be documented pursuant to
the previous Article. Supplier warrants that Supplier and the Personnel are in compliance with Supplier's
substance abuse/drug and alcohol policy.
c. During the course of Work performed under this Contract, Supplier shall keep accurate and detailed
documentation of its drug policy and Personnel drug tests, which it shall submit to Company upon request.d. Supplier shall designate one person to be responsible for compliance with the requirements of this Article
and all reporting and inquiries shall be made to a duly authorized representative of Company in a timely
manner.
ARTICLE 27. DEPARTMENT OF TRANSPORTATION
Supplier shall ensure Department of Transportation compliance, including but not limited to valid driver's
license, equipment inspections, hours of service and all appropriate documentation for any Personnel who may drive
while on assignment to Company.
ARrrcLE 28. EEINES-UEIS
Supplier, its employees, officers, agents, representatives and Subcontractors shall at all times maintain the
highest ethical standards and avoid conflicts of interest in the performance of Supplier's obligations under this
Contract. In conjunction with its performance of the Work, Supplier and its employees, officers, agents and
representatives shall comply with, and cause its Subcontractors and their respective employees, officerc, agents and
representatives to comply with, all applicable laws, statutes, regulations and other requirements prohibiting bribery,
comrption, kick-backs or similar unethical practices including, without limitation, the United States Foreign Comrpt
Practices Act, the United Kingdom Bribery Act 2010, and the Company Code of Business Conduct. Without limiting
the generality of the foregoing, Supplier specifically represents and wan-ants that neither Supplier nor any
Subcontractor employees, officers, representatives or other agents of Supplier have made or will make any payment,
or have given or will give anything of value, in either case to any govemment official (including any offrcer or
employee of any governmental authority) to influence his, her, or its decision or to gain any other advantage for
Company or Supplier in connection with the Work to be performed hereunder. Supplier shall maintain and cause to
be maintained effective accounting procedures and internal controls necessary to record all expenditures in connection
with this Contract and to verifr Supplier's compliance with this Article. Company shall be permitted to audit such
records as reasonably necessary to confirm Supplier's compliance with this Article. Supplier shall immediately
provide notice to Company of any facts, circumstances or allegations that constitute or might constitute a breach of
this Article and shall cooperate with Company's subsequent investigation of such matters. Supplier shall indemnify
and hold Company harmless from all fines, penalties, expenses or other losses sustained by Company as a result of
Supplier's breach of this provision. The Parties specifically acknowledge that Supplier's failure to comply with the
requirements of this Afiicle shall constitute a condition of default under this Contract.
ARrrcLE 2e. sIIgBEtgULA[IqNg
Supplier, when performing any Work at a Work Site, shall abide by and adhere to all applicable Company
Work Site regulations including without limitation environmental protection, loss control, dust control, safety, and
security. As a continuing condition to performing Work at any Work Site, Supplier may be required to maintain a
subscription with Company's third-party safety and loss information reporting service (the "Adminishator"). The
Administrator manages safety ratings and insurance certificates of Company's contractors. Supplier will provide
safety related information as requested by the Administrator including Supplier's safety programs, OSHA documents,
experience modification rates (EMR) and an insurance and safety questionnaire. A variance or exclusion to the
subscription and information requirements under this paragraph may be granted by the Company's Designated
Representative.
ARTICLE 30. HAZARDOUS MATERIALS
Supplier shall comply with, and cause all Subcontractors to comply with, all applicable statutes, laws, rules,
regulations, codes, ordinances, decrees, writs, orders or similar requirements concerning Hazardous Materials.
Without limiting the generality of the foregoing provision, Supplier shall comply with the following sections of the
Company's hazard communication program:
a. Safety Data Sheets ("SDS") for all Hazardous Materials that Supplier or its Subconhactors plan to bring
to the Work Site must first be presented to Company for review by Company's applicable safety
coordinator.
Master Materials Supply Contract 07-2020 Page 17 of30
b. Supplier shall furnish appropriate SDS and appropriate labels with all Hazardous Materials brought to the
Work Site. All Hazardous Materials will be contained so as to meet applicable legal requirements.c. Supplier will cause all of its employees, and the employees of its Subcontractors, to review the SDS of
Hazardous Materials and to follow the requirements ofthe OSHA Hazard Communication Standard.d. Supplier shall make the SDS of Hazardous Materials available at the Work Site and provide such SDS to
Company representatives at the Work Site upon request.
Supplier is responsible for all applicable training and adherence to the OSHA Hazard Communication Standard by
their employees, Subcontractors, and Subcontractor's employees.
Supplier shall be solely responsible for all losses arising from Hazardous Materials brought to the Work Site by
Supplier or its Subcontractors during the performance of the Work and all losses arising from abatement activities
with regard to Hazardous Materials existing on the Work Site to the extent performed as part of the Scope of Work,
including the storage, transportation, processing and disposal of Hazardous Materials. Supplier shall be solely
responsible for all losses related to such Hazardous Materials and/or such abatement activities including, without
limitation: (i) the remediation of any environmental condition caused by such Hazardous Materials, and (ii) any fines
or penalties imposed by any governmental authority having or asserting jurisdiction with respect to the Hazardous
Materials or Work.
Supplier shall be solely responsible to remove all unused Hazardous Materials and generated Hazardous Materials
from the Work Site upon completion of the Work and prior to demobilization, except to the extent that Company has
expressly agreed otherwise.
ARTICLE3l.@
Review by Company of any Deliverables submitted by Supplier is only to determine the general conformance
with the desigl concepts and shall not relieve Supplier of its responsibility to comply with all requirements of the
Contract and for the accuracy of the Deliverables or the materials fabricated from such Deliverables.
ARTICLE 32. LIENS
Supplier hereby waives its rights to any mechanic's lien, security interest or other lien under any applicable
statutes or otherwise for all Materials furnished in connection with this Contract. Prior to Supplier's receipt of each
payment under this Contract, Supplier shall (if requested by Company) deliver to Company all affidavits, lien releases,
materialmen's certificates and other documents necessary to fully protect Company under the applicable lien laws. If
at any time there shall be evidence of the existence of any such lien or claim for Materials furnished by Supplier or
any other party in connection with the Contract, Company may use payments then due or to become due under this
Contract to discharge such lien or satisfu such claim and may credit such amount against the payment due or to become
due to Supplier.
ARTICLE 33. CONFLICTS. ERRORS. OMISSIONS. OR DISCREPANCIES IN CONTRACT
DOCUMENTS
Supplier shall advise Company in writing of all conflicts, errors, omissions, or discrepancies among the
various documents comprising this Contract immediately upon discovery and prior to Supplier's performing the
affected Work. Company shall resolve such conflicts and such resolution shall be final. Anything mentioned in the
specifications and not shown on the drawings, or shown on the drawings and not mentioned in the specifications, shall
be considered as if shown or mentioned in both.
ARTICLE 34. CLAIM NOTICE AI\D RESOLUTION PROCEDUR"E
In the event Supplier has a claim or request for a time extension, additional compensation, any other
adjustrnent of the Contract terms, or any dispute arising under the Contract (hereinafter "Claim"), Supplier shall
provide Company with Notice of such Claim within ten (10) Business Days following the occurrence of the event
giving rise to the Claim. Supplier's failure to give Notice as required will constitute a waiver of all of Supplier's rights
with respect to the Claim.
As soon as practicable after Claim notification, Supplier shall submit the Claim to Company with all supporting
information and documentation. Supplier shall also respond promptly to all Company inquiries about the Claim and
its basis.
Master Materials Supply Contract 07-2020 Page 18 of30
Any Claim that is not disposed of by mutual agreement between the Parties shall be decided by Company, which shall
provide a written decision to Supplier. Such decision shall be final unless Supplier, within thirty (30) days after such
receipt of Company's decision, provides to Company a written protest, stating clearly and in detail the basis thereof.
Supplier's failure to protest Company's decision within that time period shall constitute a waiver by Supplier of its
right to dispute the decision. Even if a Claim arises, Supplier shall continue its performance of this Contract.
ARTICLE 35. SUSPENSION OF WORK
Company may, by written Notice, direct Supplier to suspend deliveries of Materials or performance of any
or all of the Work under any Purchase Order for a specified period of time. If such suspension is not caused by the
fault or negligence of Supplier, Supplier will be compensated for extra costs in accordance with the provisions set
forth in the CLAIM NOTICE AND RESOLUTION PROCEDURE article. Upon receipt of such Notice to suspend,
Supplier shall: (i) discontinue production of the applicable Materials; (ii) place no further orders or subcontracts with
respect to the suspended Materials or Work; (iii) suspend all orders and subcontracts with respect to the suspended
Materials or Work; (iv) protect and maintain the all Materials for which the suspension applies; and (v) otherwise
mitigate Company's costs and liabilities for those Materials or Work suspended and equitably extend any guaranteed
completion dates to the extent such suspension adversely impacts Supplier's critical path to completion; provided,
however, that if the suspension is due to Supplier's failure to comply with the Contract or applicable Purchase Order,
no such payment shall be made or extension granted.
ARTICLE 36.
Company may terminate this Contract, in whole or in part, at any time without cause prior to the expiration
of the Term by sending Supplier 30 days prior written Notice of such termination. Upon such termination Company
shall pay Supplier, in full satisfaction and discharge of all liabilities and obligations owed Supplier, an equitable
amount for all Materials delivered and received by Company and Work satisfactorily performed by Supplier until the
date of termination.
At any time prior to commencement of manufacture of the Materials ordered under a particular Purchase Order,
Company may, without cause, terminate the Purchase Order in whole or in part by sending to Supplier written
electronic notice of such termination. Upon such termination, Company may pay to Supplier an equitable termination
fee, to address Subcontractor termination charges and other reasonable out-of-pocket costs demonstrably incurred by
Supplier as the result of the termination provided that such costs cannot be reasonably mitigated. Company will not
be liable for anticipated profits, costs or overhead based upon Work not yet performed as of the date of termination.
ARTICLE 37. TERMINATION FOR CAUSE
37.1 Forpurposes ofthis Contract, a default by Supplier shall be the occurrence ofany ofthe following:
a. A breach by Supplier of any of its material obligations under this Contract, if such breach continues
uncured for a period of ten (10) days after receipt of written Notice from Company, unless such breach
cannot by its nature be remedied within such period in which event Supplier shall provide evidence
reasonably satisfactory to Company within ten (10) days after receipt of such Notice that the cure of such
breach has commenced and Supplier thereafter makes reasonable and continuous progress to that end;b. A determination that any representation, statement or warranty made by Supplier in this Contract, a
Purchase Order or any other statement, report or document, which Supplier is required to furnish to
Company, was false or misleading in any material respect;
c. The occurrence of any of the following: (i) the filing by or against Supplier of a proceeding under any
bankruptcy or similar law, unless such proceeding is dismissed within thirty (30) days from the date of
filing; (ii) the making by Supplier of any assignment for the benefit of creditors; (iii) the filing by or against
Supplier for a proceeding for dissolution or liquidation, unless such proceeding is dismissed within thirly
(30) days from the date of filing; (iv) the appointment of or the application for the appointment of a receiver,
trustee or custodian for any material part of Supplier's assets unless such appointment is revoked or
dismissed within thirty (30) days from the date thereof; (v) the attempt by Supplierto make any adjustment,
settlement or extension of its debts with its creditors generally; (vi) the insolvency of Supplier; or (vii) the
filing or recording of a notice of lien or the issuance or the obtaining of a levy ofexecution upon or against
a material portion of Supplier's assets, unless such lien or levy of execution is dissolved within thirty (30)
days from the date thereof; or
Master Materials Supply Contract 07-2020 Page 19 of30
d. A Material Adverse Change has occurred with respect to Supplier and Supplier fails to provide such
performance assurances as are reasonably requested by Company, including without limitation the posting
of Default Security pursuant to the SECURITY article.
37 .2 Upon the occurrence of any such default, following the applicable process described in this Article, Company
shall be entitled upon written Notice to Supplier, and without limiting any of Company's other rights or remedies, to
terminate this Contract, in whole or in part, or to terminate Supplier's right to proceed with that Purchase Ordcr
affected by any such default and collect the Net Replacement Costs incurred.
37.3 Upon the occurence of any such default, following the applicable process described in this Article, Company
shall be entitled to seek performance by any guarantor ofSupplier's obligations hereunder or draw upon any Default
Security provided for in this Contract.
37.4 All rights and remedies provided in this Article are cumulative, and are not exclusive of any other rights or
remedies that may be available, whether provided by law, equity, statute, in any other agrcement between the Parties,
or otherwisc. Upon the occurrence of any such default, following the applicable process described in this Article,
Company shall be entitled to pursu€ any and all other rights and remedies, including without limitation damages, that
Company may have against Supplier under this Contract or at law or in equity (pryided, howeverthat Company shall
not be entitled to collect any damages at law atfibutable to late delivery for which this Contract specifically provides
liquidated damages as an exclusive remedy).
ARTICLE 3E. DELAE
Force Majeure. Neither Party shall be liable for delays caused by a Force Majeure Event; provided. however, that both
Parties agree to seek to mitigate the potential impact of any such delay. Any delay attributable to a Force Majeure
Event shall not be the basis for a request for additional compcnsation. In the event ofany such delay, the guaranteed
delivery date(s) may be extended for a reasonable period not exceeding the time actually lost by reason of the Force
Majeure Event. In such case, the imposition of liquidated damages, if applicable, for late delivery of the Work under
a specific Purchase Order shall be based on the extended completion date(s).
Supplier-Caused Delavs. In the event that the Materials are not delivered by the guaranteed dclivery date, and the
delay is in no way related to either a Force Majeure Event or Company-caused delay, Supplier shall pay liquidated
damages as indicated in the applicable Purchase Order or, if no liquidated damages are so specified, Supplier shall be
responsible for all damages available at law with respect to late delivery.
Request for Time Extension. Any request for a time extension shall be made in accordance with the CLAIM NOTICE
AND RESOLUTION PROCEDURE article.
ARTICLE39.@
Supplier shall at all times comply with all laws, statutes, regulations, rules, executive orders, ordinances,
codes, and standards applicable to Supplier's performance ofthe Work including, without limitation, those governing
health and safety, wages, hours, employment of minors, desegregation and employment discrimination, as each may
be applicable to the Work performed hereunder, and based on total anticipated dollar value of this Contract. Supplier
further confirms that its employees and the employees of all Subcontractors employed under the Contact may legally
work in the United States.
Without limiting the generality of the foregoing Supplier and any Subcontractors shell nbide by the
requirements of 41 Ctr'R $$60-1.4(a), 60-300.5(a) end 60-741.5(a). These regulations prohibit discriminetion
ageinst qualified individuels besed on their stetus as protected veterens or individurls with disebilities, lnd
prohibit discrimination ageinst ell individuels besed on their rece, color, religion, sex, sexuel orientation,
gender identity, national origin or discussion of compensrtion. Moreover, these regulations rcquirc thet
covered prime contractors and Subcontractors take aflirmative action to employ end edvence in cmployment
individuals without rcgerd to mce, color, religion, sex, sexurl orientetion, gender identity, netionel origin,
protected veteran strtus or disability. Supplier and any Subcontrectors shell also abide by the requirements of
Executive Order 11246, es rmended, to develop and maintain a written rllirmative action progrem (AAP) and
Executive Orders 11625 end 13170 (utilization of disadvanteged business enterprises) end the Smell Business
Act. To the extent epplicrble, the employce notice requirements set forth in 29 CF'R Prrl 471, Appendix A to
Subpart A, are hereby incorporated by reference into this Contract.
Master Materials Supply Contract 07-2020 Page 20 of30
Supplier shall indemnifu, defend and hold harmless Company, its directors, offrcers, employees and agents from all
losses, costs and damages by reason of any violation thereof and from any liability, including without limitation fures,
penalties and other costs arising out of Supplier's failure to so comply.
ARTICLE 40. 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 veriry 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 Zarr,}ia. 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
verifr compliance with this Article. Company shall be permitted to audit such records as reasonably necessary to
confirm Supplier's compliance with this Article. Supplier shall indemnifi and hold Company harmless for all fines,
penalties, expenses or other losses sustained by Company as a result ofSupplier's breach ofthis Article.
ARTICLE 41. INDEPENDENT CONTRACTOR
Supplier is an independent contractor, and all persons employed by Supplier in connection herewith shall be
employees of Supplier and not employees of Company in any respect. Supplier shall maintain complete control over
Supplier's employees.
ARTICLE 42. RELEASE OF INFORIVIATION: ADVERTISING AITID PROMOTION
Supplier shall not publish, release, disclose or announce to any member ofthe public, press, official body or
any other third party any information concerning this Contract, a Purchase Order and/or the Work, or any part thereof
without the express prior written consent of Company, except as required by law. Neither the names of Company, nor
the Work Site shall be used in any advertising or other promotional context by Supplier without the express prior
written consent of Company.
ARTICLE 43. CONFIDENTIAL INFORMATION: NONDISCLOSURE
BES Cyber System Information. Confidential Information of Company labeled as BCSI shall be protected consistent
with the following requirements: (a) BCSI shall be protected at all times, either by appropriate storage or having it
under the personal observation and control of a person authorized to receive it; (b) each person who works with
protected BCSI is personally responsible for taking proper precautions to ensure that unauthorized persons do not gain
access to it; (c) reasonable steps shall be taken to minimize the risks of access to BCSI by unauthorized personnel
(when not in use, BCSI shall be secured in a secure container, such as a locked desk, file cabinet or facility where
security is provided); (d) documents or material containing BCSI may be reproduced to the minimum extent necessary,
consistent with the need to carry out the Work, provided that the reproduced material is marked and protected in the
same manner as the original material; (e) material containing BCSI should be disposed of through secured shredding
receptacles or other secured document destruction methods; (f) BCSI shall be hansmitted only by the following means:
(i) hand delivery; (ii) United States first class, express, certified or registered mail, bonded courier; (iii) secure
electronic means with NIST- or ISO-compliant encryption; and (g) documents or material containing BCSI shall be
retumed to Company or certified deshoyed upon completion of the Work.
Nondisclosure. Supplier agrees that it will not disclose Confidential Information, directly or indirectly, under any
circumstances or by any means, to any third person without the express written consent of Company.
Nonuse. Supplier further agrees that it will not use Confidential Information except as may be necessary to perform
the Work called for by this Contract.
Protection. Confidential Information will be made available by Supplier to its employees only on a "need to know"
basis and only after notifoing such employees of the confidential nature of the information and after having obligated
them to the nonuse and nondisclosure obligations ofthis Contract. Supplier agrees to take all reasonable precautions
Master Materials Supply Contract 07-2020 Page 2l of30
to protect the confidentiality of Confidential Information and, upon request by Company, to return to Company any
documents which contain or reflect such Confidential Information.
Federal Defend Trade Secrets Act. The Federal Defend Trade Secrets Act of 2016 provides immunity from civil or
criminal liability for any employee or contractor who discloses a trade secret "in confidence to a Federal, State, or
local government official, either directly or indirectly, or to an attorney" where the disclosure by the employee or
contractor is "solely for the purpose of reporting or investigating a suspected violation of law" or "is made in a
complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." 18 U.S.C. $
I 833(b). Nothing in this Contract is intended to conflict with l8 U.S.C. $ 1833(b) or create liability for disclosures of
trade secrets that are expressly allowed by l8 U.S.C. $ 1833(b).
Unless waived by Company, Supplier shall require its employees and Subcontractors of any tier to adhere to these
confi dential information and nondisclosure terms.
ARTICLE 44. OWNERSHIP OF DESIGNS. DRAWINGS AND WORKPRODUCT
The Deliverables prepared or developed hereunder, or other documents or information provided to Company,
by Supplier or its employees or agents, or Subcontractors or their employees or agents, including without limitation
drawings, specifications, manuals, calculations, maps, sketches, designs, tracings, notes, reports, data, computer
programs, models and samples, shall become the property of Company when prepared, and shall, together with any
documents or information fumished to Supplier and its employees or agents by Company hereunder, shall be delivered
to Company upon request, and, in any event, upon termination or final acceptance of the Work. Company shall have
full rights and privileges to use and reproduce said items in its operation, maintenance, improvement and replacement
of Company's assets, and shall have full rights and privileges to share the same with its contractorso agents, officers,
directors, employees, joint owners, affiliates and consultants who are assisting Company with same, without regard
to any markings that may denote a confidential or proprietary interest in the said items. To the extent that any
Deliverables include or incorporate preexisting intellectual property ofSupplier, Supplier hereby grants Company a
fully paid, perpetual license to use such intellectual property for Company's operation, maintenance, modification,
improvement and replacement of the Company's assets the fullest extent necessary to accomplish those purposes,
including the right to share same with Company's contractors, agent officers, directors, employees, joint owners,
affiliates and consultants. Promptly upon Company's request, Supplier shall provide all tools and information
(including without limitation applicable passwords and authorization codes) necessary to ensure Company receives
the full benefit ofthe Work.
ARTICLE 45. PATENT AI\D COPYRIGHT INDEMNITY
Supplier shall indemni$, defend, and hold harmless Company, its directors, officers, employees, and agents
against and from all claims, losses, costs, suits, judgments, damages, and expenses, including attorneys' fees, of any
kind or nature based on a third-party claim that the Materials constitute an infringement of any patent, or copyrighted
or uncopyrighted work. If notified promptly in writing and given authority, information and assistance, and contingent
upon Company not taking any position adverse to Supplier in connection with such claim, Supplier shall defend, or
may settle at its expense, any suit or proceeding against Company so far as based on a claimed infringement and
Supplier shall pay all damages and costs awarded therein against Company due to such breach.
In case any Materials are determined in such suit to constitute such an infringement and the use of said Materials is
enjoined, Supplier shall, at its expense and through mutual agreement between Company and Supplier, either procure
for Company the right to continue using said Materials, replace same with non-infringing materials or modifl the
same so it becomes non-infringing.
ARrrcLE 46. TESESUBIIX
46.1 SCOPI OFTHIS ARTICLE
This Article applies to Supplier and its Personnel and Subcontractors that provide hardware, softwareo 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.
46,2 CYBER SECURITY CONTROLS
a. Supplier 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
Master Materials Supply Contract 07-2020 Page22 of30
Practice for International Security Management
b. Supplier agrees to disclose to the Company known security vulnerabilities in hardware, software, and
services provided under the Contract in a timely manner.
c. Supplier warrants that the hardware, software, and patches provided under the Contract, will not contain
malicious code or any unwanted or unexpected features. Supplier agrees to provide a method to verifr the
integrity and authenticity ofall software and patches provided by the Supplier.d. If Supplier will have remote access to Company systems or networks, Supplier shall follow all applicable
Company requirements for Supplier-initiated interactive remote access and system-to-system remote
access with Supplier. To the extent Supplier's Personnel will have interactive remote access to Company's
networks, systems or applications, Supplier'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,
Supplier 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 ofthe same business day. ln the case of Sensitive
Personnel and/or involuntary termination, notification must be immediate. In all other cases, notification
must be within one business day.
e. Contractor shall ensure that email from the Contractor and any services provided underthe Contract:
1. Originates from a domain or domains with a published Domain-based Message Authentication,
Reporting and Conformance ("DMARC") policy of "rejecf' and with a published Sender Policy
Framework policy consisting of valid senders and a "fail" directive (-all). If the optional DMARC
"pct" directive is used, "pct" must be set to " 100";2. Passes a DMARC authentication check;3. Utilizes a DomainKeys Identified Mail (DKIM) 2048 bit key; and,4. Supports TransportLayer Security (TLS).
46.3 OVERSIGHT OF COMPLIANCE
If the contract includes hosted or cloud services, Supplier shall provide annually to the Company a Statement on
Standards for Attestation Engagements (SSAE) Service Organization Control (SOC) 2 Type tr audit covering the
scope ofthe contract and pertaining directly to the Supplier.
Ifthe contract does not include hosted or cloud services, Supplier shall either:
a. Annually a copy of ISO 27001 certification covering the scope of the contract and pertaining directly to
the Supplier; or,
b. Annually provide a copy of a third-party audit covering the security controls relevant to hardware, software,
or services provided under this contract and pertaining directly to the Supplier. Audit results and Supplier's
plan to correct any negative findings must also be made available to the Company; or,
c. Allow Company to conduct an assessment, audit, examination, or review of Supplier's security controls to
confirm Supplier'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 ofany Security Incident or complaint
regarding Supplier'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 Supplier 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 Supplier'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. Supplier 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.
46.4 SECURITY INCIDENT PROCEDURES; EQUITABLE RELIEF
In the event of a Supplier, or Subcontractor Security Incident affecting the Company, the Company's networks,
systems, software, Data, or the Company's Confidential Information,
a. Supplier shall:
(i) Notify the Company of the Security Incident as soon as practicable, but no later than 48 hours after
Master Materials Supply Contract 07-2020 Page 23 of30
Contractor becomes aware of it, to 515-28 I -2967 and [e-mail];
and(ii) Provide the Company with the name and contact information for any Personnel who shall serye as
Supplier'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 Supplier's notification to the Company of a Security Incident, the Parties shall
coordinate with each other to investigate such Security Incident. Supplier 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. Supplier shall use best efforts to immediately remedy any Security Incident and prevent any further or
recurrent Security Incident at Supplier's expense in accordance with applicable privacy laws, regulations,
and standards. Supplier shall reimburse Company for actual reasonable costs incurred by Company in
responding to, and mitigating damages caused by, any Security Incident, including all costs ofnotice and/or
remediation pursuant to this section.
d. Supplier 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. Supplier acknowledges that any breach of Supplier'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 ofsuch 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.
46.5 OBLIGATIONS ON TER]VIINATION AIYD TERMINATION ASSISTANCE
a. 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:
(i) If Supplier has access to Company facilities or systems, Supplier 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
(iD If Supplier has Company Dat4 Supplier shall retum any Company Data that is in its care, custody
or control to Company in the format requested by Company and Supplier shall, after receiving
Company's written confirmation that it can read the Data provided by Supplier, permanently delete
any copies ofthe Data in Supplier's care, custody or control.
(iii) If Supplier has Company hardware or removable medi4 Supplier will return to Company all
hardware and removable media provided by Company that contains Company Data. Company Data
in such retumed 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 Data is owned by Supplier 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 ofthe products and services to be provided under this Contract, or at any time upon
Company's request. Supplier's destruction or erasure of Company Data pursuant to this Article must
be in compliance with MST or ISO Standards.
b. Prior to the expected expiration or termination of a Contact Document by either Party for any re.Eon, 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, Supplier 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,
Master Materials Supply Contract 07-2020 Page 24 of30
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 intemrption 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.
46.6 PROHIBITEDVENDORS
Supplier may not use in the provision of Work or Services to Company, directly or indirectly using subcontractors,
the services, products, component pieces or sub-assemblies of any company identified by Company or by the U.S.
Government and/or regulatory authorities as a security threat (collectively, the "Prohibited Vendors"), including
without limitation the companies identified by Company in Exhibit I and by the U.S. Department ofCommerce (which
are currently posted on the internet at https://www.bis.doc.gov/index.php/reeulations/export-administration-
resulations-ear and as published in 15 CFR, Subchapter C, part 744, Supplement No. 4). Supplier is rcsponsible for
being familiar with the Prohibited Vendors, including additional Prohibited Vendors that Company may identifr by
Notice to Supplier and that the U.S. Government may identifr from time to time during the term of this Contract. If
Supplier fails to abide by the requirements of this Section, Company will provide Supplier 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.
ARTICLE AT.
GOVERNMENT OWNED ENTERPRISES OR CORPORATIONSCYBERSECURITY
47.1 Supplierwarrants that neither Suppliernora) any parent, affiliate, orsubsidiaryto Supplier, orb) any officer,
director, employee, agent lobbyist, or representative of Supplier is on any sanction list maintained and published by
the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including but not limited to the
Specially Designated Nationals and Blocked Persons List and Consolidated Sanctions List maintained and published
by OFAC and available at https://www.treasury.eov/resource-center/sanctions/Paees/default.aspx (collcctively the
'OFAC sanctions lists"). Supplier further warrants, acknowledges, and agrees that:
a. Neither Supplier nor any a) any parent, affiliate, or subsidiary to Supplier, or b) any officer, director,
employee, agent, lobbyist, or representative ofSupplier is operating or acting under any alias or pseudonym
to avoid detection as a person or cntity on any of OFAC sanctions lists;
b. Supplier is prohibited from and shall not, either directly or indirectly, involve or engage in any manner any
person or entity that is on any of the OFAC sanctions lists in the performance of this Contract, whether as an
officer, director, employee, agent, lobbyist, representative, contractor, subcontractor, vendor, consultant,
supplier, materialman, or any other role or relationship of any kind; and
c. Supplier's obligations under this Article are ongoing, and Supplier shall remain up-to-date with recent actions
and updates by OFAC and shall immediately notiff Company at any time it leams that a representation made
in this Article is no longer accurate or that Supplier otherwise has been or is in violation of this Article.
d. The warranties, representations, and obligations of this Article are material to Company's decision to enter
into this Contract, and any failure or violation of same is grounds for termination for cause by Company as a
material breach of a provision ofthe Contract.
Supplier further agrees that it will fully comply and cooperate with Company in any inquiry, request, or investigation
initiated by OFAC arising from or related to Supplier's performance under this Contract and will defend, indemnifr,
and hold harmless Company, its agents, rcpresentatives, and employees of and from all frnes, fees, penalties, or other
liabilities or damages of any kind arising from or related to any failure or violation of Supplier's warranties,
representations, and obligations under this Article. This obligation is in addition to and not in derogation of any other
obligation Supplier may have to defend, indemnifr, or hold harmless Company, its agents, representatives, and
employees under this Contract.
47.2 Supplier warrants that neither Supplier nor any parent, affiliate, or subsidiary to Supplier has fifty-percent
(50%) or more equity ownership by a state-owned enterprise or govemment owned-corporation acting on behalf of
the following foreign countries (the "prohibited countries"):
Afghanistan Crimea Region of Ukaine Russia VenezuelaAngola Iran SomaliaYemen Chad Iraq
Master Materials Supply Contract 07-2020 Page 25 of30
Libya
North Korea
Supplier further warrants, acknowledges, and agrees that:
a. Supplier is prohibited from and shall not, either directly or indirectly, involve or engage in any manner any
entity with fifty-percent (50%) or more equify ownership by a state-owned enterprise or government owned-
corporation acting on behalf of any of the prohibited counfies in the performance of this Conhact, whether
as a contractor, subcontractor, vendor, consultant, supplier, materialman, or any other role or relationship of
any kind, without first fully disclosing said involvement or engagement to Company;
b. Supplier's obligations under this Article are ongoing, and Supplier shall immediately notifu Company in the
event a state-owned enterprise or government owned-corporation acting on behalf of any of the prohibited
countries attains or acquires fifly-percent (50%) or more equity ownership in Supplier, or any parent, affiliate,
or subsidiary to Supplier, or at any time Supplier learns a state-owned enterprise or govemment owned-
corporation acting on behalf of any ofthe prohibited countries has or has attained or acquired a fifly-percent
(50%) or more equity ownership in any entity directly or indirectly involved or engaged by Supplier in the
performance of this Contract;
c. In the event of such disclosure or notice, Company shall have the right, in its sole discretion, to terminate the
Contract for cause by Company as a material breach of a provision of the Contract, or, in the event the
disclosure involves an entity other than Supplier or any parent, affiliate, or subsidiary to Supplier, Supplier
shall, in addition to the right to termination, have the alternative right, in its sole discretion, to reject said
entity's further involvement or engagement in the performance of the Contract, in which case Supplier shall
immediately terminate said entity's involvement or engagement.
4?.3 Supplier acknowledges and agrees that the warranties, representations, and obligations of this Article are
material to Company's decision to enter into this Contract, and any failure or violation of same is grounds for
termination for cause by Company as a material breach of a provision of the Contract.
ARTICLE 48.
Supplier agrees that, in connection with the performance of its obligations hereunder, it is a "service provider"
of Company within the meaning of the California Consumer Privacy Act (as in effect from time to time, including all
applicable regulations issued thereunder, the *CCPA"). Accordingly, Supplier agrees to comply with all of the
requirements of the CCPA that apply to service providers (as defined under the CCPA), including without limitation
the prohibition on retaining, using, selling or disclosing personal information (as so defined) provided by or collected
on behalf of Company for any purpose other than for the specific business purpose of performing obligations on behalf
of Company hereunder, or as otherwise permitted under the CCPA. Moreover, to the extent Supplier's obligations
under this Agreement include the collection of personal information on behalf of Company, Supplier agrees that it
shall limit the personal information it collects to that personal information which is necessary to errable it to perform
its obligations under this Contact. Supplier will defend, indemni$ and hold Company harmless from and against
any claims and losses (including reasonable attomey's fees) to the extent arising from actual or alleged breaches of
this Section or violations of the CCPA by Supplier with respect to personal information received, collected, processed,
disclosed or retained by Supplier in connection with the performance or non-performance of its obligations under this
Contract.
In the event Company receives a verifiable consumer request from a consumer to delete the consumer's personal
information, Supplier shall delete the consumer's personal information from its records promptly upon Company's
request.
In the event Company receives a verifiable consumer request from a consumer to provide the consumer with
consumer's personal information stored or retained by Supplier on behalf of Company, Supplier shall promptly
provide Company all ofthe requesting consumer's personal information retained in its records in a secure format and
secure mean of transmission as is approved by Company and otherwise in a manner that is consistent with the
requirements of the CCPA.
In the event Supplier either receives the foregoing requests to delete or disclose or receives a "do not sell" request, in
each case, directly from a consum€r whose personal information Supplier collects, processes, retains or stores on
behalf of Company, Supplier shall provide prompt written notice to Company, and, as directed by Company, Supplier
Sudan
Syria
Uganda
China
Congo
Master Materials Supply Confract 07-2020 Page 26 of30
shall either act on behalf of Company in responding to the request or inform the consumer that the request cannot be
acted upon because the request has been sent to a service provider instead of Company.
ARTICLE 49. ELECTRONIC COMMERCE
Company operates a SAP-based enterprise resource planning system that governs its materials and financial
transactions. Supplier shall in the future make every commercially reasonable effort to pursue and develop the required
connectors and interfaces to Company's SAP system in order for cost effective implementation of supply chain
management processes preferred under this Contract.
In addition, Company is open to maximizing the cost effective utilization of standards based electronic commerce
technologies, compatible with legacy computer systems, including but not limited to requirements for desk top
ordering, cataloging, documentation, payments, and performance monitoring.
In the event Supplier has implemented electronic commerce capabilities, Supplier shall ensure such electronic
commerce (e-commerce website) interface shall be available to Company.
Supplier's (and its Subcontractor's) Lead Times for Materials shall be stated in e-commerce website. At a minimum,
Supplier shall update the Lead Times on a quarterly basis or as changes in Lead Times are known to Supplier. Supplier
Lead Times shall be no greater than those agreed in the Contract.
Supplier and its Subcontractors shall provide Company with 24-hour a day access to Supplier web based catalog and
electronic documentation library. Supplier's electronic commerce business model shall include: (i) processes for
electronic invoicing and payment systems; (ii) development of an electronic inspection library for certificates, test
reports, shipment release documents, etc.; (iii) hacking and tracing of Company shipments from its Suppliers; and (iv)
electronic links to its Suppliers engineering files, drawings, documentation, installation/operations manuals, and
product alerts.
Supplier electronic commerce platform should support a seamless interface with SAP business-to-business module,
or any other e-commerce enterprise platform specified by Company. Supplier shall keep an electronic historical file
ofall transactions executed under this Contract and shall maintain such records for the duration ofthis Contract plus
an additional three (3) years. Supplier shall have a computerized inventory and/or production management system
and/or Purchase Order tracking/expediting system, capable of interfacing with Company systems.
ARTICLE 50. ASSIGNMENT
Company may at any time assign its rights and delegate its obligations under this Contract, in whole or in
part, including, without limitation, transferring its rights and obligations under this Contract to any: (i) affiliate; (ii)
successor in interest with respect to the Work Site; or (iii) corporation or any other business entity in conjunction with
a merger, consolidation, or other business reorganization to which Company is a party. Supplier shall not assign any
of its rights or responsibilities, nor delegate its obligations, under this Contract or any part hereof without the prior
written consent of Company, and any attempted transfer in violation of this restriction shall be void.
ARTTCLE sl. SUBCgNTRACTS
Supplier shall not subcontract any or all of the Work without prior written consent of Company which shall
not be unreasonably withheld. Supplier shall be fully responsible for the acts or omissions of any Subcontractors of
any tier and of all persons employed by them, shall maintain complete control over all such Subcontractors, and neither
the consent by Company, nor anything contained herein, shall be deemed to create any contractual relation between
the Subcontractor ofany tier and Company.
Company is committed to and understands the importance of promoting diversity among its suppliers and their
Subcontractors by increasing the amount ofbusiness conducted with qualified diverse business enterprises, including
women-owned, minority-owned, disabled veteran-owned, and lesbian, Ety, bisexual, and transgender ("LGBT')-
owned businesses. Company expects the same level of commitment from Supplier when it subcontracts any of the
Work to Subcontractors of any tier. In the event of any spend activity with qualified diverse Subcontractors in a given
monthly period, Supplier shall submit, by the l0th day of the following month, the Diversity Subcontractor Spend
Report included as Exhibit H. Supplier shall submit the Diversity Subcontractor Spend Report to
supplierdiversity@pacifi corp.com.
In the event that a state agency or regulatory commission audits any Company report or filing conceming diverse
supplier spend activity that had been prepared utilizing information provided at least in part by Supplier, Supplier
Master Materials Supply Contract 07-2020 Page27 of30
shall provide Company with all substantiating documentation to suffrciently support Company's report or filing within
five (5) Business Days of any request. Examples of documentation that Company may request include, but are not
limited to, contracts or purchase orders between Supplier and any of its Subcontractors identifring Company as the
ultimate recipient, invoices between Supplier and any of its Subcontractors identifring Company as the ultimate
recipient, and proofofpayment by Supplier to any ofits Subcontractors.
ARTTCLES2.WMB
The failure of either party to insist upon or enforce strict performance of any of the terms of this Contract or
to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent ofthe right to enforce
such terms or rights on any future occasion.
ARTICLE 53. EYEBAEIIIE,
Any provision ofthis Contract prohibited or rendered unenforceable by operation oflaw shall be ineffective
only to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this
Contract.
ARTICLE54.@
NEITI{ER PARTY SHALL BE LIABLE TO THE OTI{ER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL,
EXEMPLARY, PLINITIVE OR SPECIAL DAMAGES OR ANY OTHER LOSSES, DAMAGES OR E)GENSES
WHETT{ER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTI{ERWISE, REGARDLESS OF WHETTIER SUCH DAMAGES WERE FORESEEABLE AND WHETIIER OR
NOT SUPPLIER HAS BEEN ADVISED OF TTM POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING TI{E FAILURE OF ANY AGREED OR OTTIER REMEDY OF ITS ESSENTIAL
PURPOSE. TI{E FOREGOING EXCLUSION SHALL NOT BE CONSTRUED SO AS TO LIMIT: 0) THIRD
PARry INDEMNIFICATION OBLIGATIONS AS SET FORTH IN ARTICLEZ2,INDEMNIFICATION; (D T}M
ASSESSMENT AND COLLECTION OF DAMAGES IN ACCORDANCE WITH ARTICLE 19, LIQUIDATED
DAMAGES; OR (III) PAYMENT OBLIGATIONS AS SET FORTH IN THIS CONTRACT.
EXCEPT WITH RESPECT TO CLAIMS O) FOR DEATH OR BODILY INJURY OR THIRD PARTY
PROPERTY DAMAGE FOR WHICH SUPPLIER HAS AGREED TO INDEMNIT'Y COMPANY AS SET
FORTH IN ARTICLE 22, INDEMNIFICATION (WHICH SHALL NOT BE LIMITED PURSUANT TO
THIS ARTICLE); OI) FOR DAMAGE TO COMPAITY PROPERTY RESULTING FROM THE
NEGLIGENCE OF SUPPLIER (WHICH SHALL BE SUBJECT TO AN AMOUNT EQUAL TO, BUT NO
MORE THAN, THE MAXIMUM LIMITS OF APPLICABLE INSURANCE COVERAGE THAT SUPPLIER
IS REQUIRED TO MAINTAIN PURSUAI\T TO ARTICLE 2I,INSURANCE) AND (IIT) ARISING OUT OF
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUPPLIER OR ITS AGENTS,
SUPPLIER'S LIABILITY SHALL BE LIMITED TO THE GREATER OF 2OOOTO OF THE APPLICABLE
PURCHASE ORDER PAID OR PAYABLE. Notwithstanding anything herein to the contrary, no liabilities of
Supplier to Company covered by insurance carried by Supplier pursuant to ARTICLE 21, INSURAIICE of
this Master Contract shall be included in Supplier's aggregate liability for the purposes of determining whether
the above limit has been met or exceeded.
ARTICLE 55.
This Contract shall be govemed by and construed in accordance with the laws of the State of Oregon. Any
litigation between the Parties arising out ofor relating to this Contract will be conducted exclusively in federal or state
courts in the State of Oregon, and Supplier consents to jurisdiction by such courts. TO THE FULLEST EXTENT
PERMITTED BY LAW, EACH OF THE PARTIES HERETO WATVES ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, TINDER OR IN
CONNECTION WITH THIS CONTRACT. EACH PARry FURTI{ER WAIVES A}.IY RIGHT TO
CONSOLIDATE ANY ACTION IN WHICH A JURY TRJAL HAS BEEN WAIVED WITH ANY OTHER ACTION
INWHICHAJI-IRY TRIAL CANNOTBE ORHASNOTBEENWAIVED. THIS PARAGRAPHWILL SURVIVE
T}IE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
FoR woRK PERToRMED IN CALIFORMA, THE FOLLOWING ruRY TRIAL wAIvER AND ARBITRATIoN PRovISIoN APPLIES.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARNES HERETO WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY ruRY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS CONTRACT. EACH PARTY R'RTHER WAIVES A}.IY RIGHT TO CONSOLIDATE A}.IY ACTION IN WHICH A ruRY TRIAL
Master Materials Supply Contract 07-2020 Page 28 of30
CANNOT BE OR HAS NOT BEEN WAIVED. IF A WAIVER OF ruRY TRIAL IS DEEMED BY ANY COURT OF COMPETENT
JURISDICTION TO NOT BE ENFORCEABLE FOR ANY REASON, THEN TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF
THE PARTIES HERETO AGREE TO BINDING ARBITRATION. SUCH ARBITRATION SHALL BE IN ACCORDANCE WITH THE RULES
AND PROCEDURES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA).NOTWITHSTANDING ANY AAA RULES AND
PROCEDURES, OR AI.[Y OTHER PROVISION OF ANY STATE OR FEDERAL LAWS, THE PARTIES AGREE THAT THE
ARBITRATORS SHALL NoT CoNSIDER oR AWARD PUMnvE DAMAGES As A REMEDY. UpoN Tug CopTpeuY,S RTQUEST,
AAA srnll pRovIDE THE PARTIES A LIsr oF ARBTTRAToRS EACH oF wHoM HAvE ExpERTENcE AND EXpERTISE
APPLICABLE To rHE Wom. UpoN eacu oF THE PARTIES' R-ECEIPr oF sucH Llsrs, EACH PARTY SHALL HAVE TEN (10)
DAYS TO SELECT AN ARBITRATOR. THE TWo SELECTED ARBITRAToRS SHALL THEN SELECT A THIRD ARBITRATOR WITHIN
THIRry (30) DAYS FROM THE DATE T}IE INITIAL Two ARBITRAToRS wERE SELECTED AND THE MATTER SUBJECT To
ARBITRATION SHALL BE APaITRATED AND A DECISIoN oF TT{E ARBITRAToRS ISSUED WITHIN SI TY (60) DAYS AFTER
THE SELECTION OF TI{E THIRD ARBITRATOR.
ARTICLE 56. ENTIRE CONTRACT: DOCUMENTS INCORPORATED BY REFERENCE
This Contract and any referenced exhibits and attachments constitute the complete agreement between the
Parties. All understandings, representations, warranties, agreements and any referenced attachments, if any, existing
between the Parties regarding the subject maffer hereof are merged into and superseded by this Contract, which fully
and completely expresses the agreement of the Parties with respect to the subject matter hereof. Any Specifications,
drawings, schedules or other exhibits or documents listed in this Contract, including applicable Purchase Orders issued
pursuant to the terms hereof, are incorporated by reference into this Contract.
In the event of a conflict between (i) any Specifications, drawings, schedules or other attachment or exhibit to this
Contract, and (ii) the above terms and conditions of this Contract, the above terms and conditions of this Contract
shall take precedence and control.
Company assumes no responsibility for any understanding or representation made by any of its employees, officers
or agents during or prior to the negotiations and execution ofthis Contract, unless such understanding or representation
is expressly stated in the Contract.
The Parties intend that the terms and conditions of this Contract, its referenced attachments, and any Purchase Order
that may be issued relating to this Contract should be complementary with each other; however, in the event of a
conflict between the terms and conditions of any Purchase Order and those of the Contract, the terms and conditions
of this Contract shall take precedence and control over any Purchase Order (ryiSle{ however, that where this
Contract indicates commercial terms that may be amended by the Purchase Order, the Purchase Order shall be deemed
to govem with respect to such conflicting commercial terms).
Master Materials Supply Contract 07-2020 Page 29 of30
SIUPI!,IDN:
MAIlrcNT'NLTYLIT
A.RTICI.E 57.
Ttis Cotract hes beeocxemtcd by &ly ailhorizqlrcprcsmtdivcs of lhe Prtics end full onlybc eftctine
as of date of cxecrtim by both Putiee.
COIIPAI{Y:
?AcEIConP,C/ ''Ity! sl.{rltrd Oer 22. 2oal f r:r3 POI)
(StlrtrrG)
Nenc: Stefan Bird
Btr:&,HLr.! re. 0rr :a, ,eI lGta :!tl
(StDturt)
Neno: Ken Woo
(IypcorHnt)
Vice President
(fyporHrt)
President & CEOTldo:Tldc:
tglr26,2O22 AprXl,2022
@rtc Exccutcd)(Ih!cEr.crd)
Mr* Itlecdrlr Supfly Cots07-2020 Ege30dlO
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Jaggaer Project 5341
Design Services and Materials for Aerial Covered Cable Projects
Exhibit A - General Description
REDACTED
'St VENme
REDACTED
4rmm13a2
REDACTED
REDACTED
REDACTED
REDACTED
REDACTED
Exhibit B-1 P-Corp Price Terms
EXHIBIT C
FORM OF ACCEPTABLE LETTER OF CREDIT
IRREVOCABLE STANDBY LETTER OF CREDIT
DATE OF ISSUANCE:
BENEFICIARY:
PacifiCorp, an Oregon corporation
[Insert Address]
Re: Letter of Credit No.
At the request of [nsert Contractor's legal name], ("Account Party"), [Bank]
("Issuing Bank") hereby establishes our Irrevocable Standby Letter of Credit ("Letter of
Credif') in your favor for the aggregate amount of I lUnited States Dollars
t ], available to you at sight upon demand at our counters at [Locationl
on or before the expiration hereof. Any request by you to draw on this Letter of
Credit must be accompanied by the original or a certified copy of the original of this
Letter of Credit, together with a completed certificate in the form attached hereto as
Exhibit ":1", signed by a person purporting to be an officer or authorized agent of you
and dated the date of presentation.
We hereby agree with you that documents drawn under and in compliance with
the terms of this Letter of Credit shall be duly honored upon presentation as specified.
Partial drawings and multiple drawings are permitted hereunder
The amount which may be drawn by you under this Letter of Credit shall be
automatically reduced by the amount of any drawings paid through the Issuing Bank
referencing this Letter of Credit No._.
This Letter of Credit shall be governed by the Uniform Customs and Practice for
Documentary Credits, 2007 Revision, Intemational Chamber of Commerce Publication
No. 600 (the "UCP"), except to the extent that the terms hereof are inconsistent with the
provisions of the UCP, including but not limited to Articles 14(b) and 36 of the UCP, in
which case the terms of this Letter of Credit shall govern.
With respect to Article la@) of the UCP, the lssuing Bank shall have a
reasonable amount of time, not to exceed two (2) banking day following the date of its
receipt of documents from the Beneficiary, to examine the documents and determine
whether to take up or refuse the documents and to inform the Beneficiary accordingly.
This Letter of Credit shall expire at the close of business on [date that is beyond
the statutory period for filing a lien after the contract end datel. However, it is a condition
that this Letter of Credit will automatically extend without amendment for additional
)
periods of one (l) year each from the present or any future expiration date, unless at least
sixty (60) days prior to any such expiration date we shall notify you by registered mail or
ovemight courier at the above address that we elect not to extend this letter of credit
beyond the current expiry date, in such event you may draw on the stated amount of this
Letter of Credit within the current expiration date.
In the event of an Act of God, act of terrorism, riot, civil commotion, insurrection,
war or any other cause beyond our control that intemrpts our business (collectively, an
"lntemrption Event") and causes the place for presentation of this Letter of Credit to be
closed for business on the last day for presentation, the expiration date of this Letter of
Credit will be automatically extended without amendment to a date thirty (30) calendar
days after the place for presentation reopens for business.
This credit is transferable in its entirety (but not in part). Any transferee shall
succeed to all ofthe rights ofthe Transferor hereunder. A Transfer ofthe right to draw
under this credit shall be effected by our receipt of this credit and a signed completed
request for transfer in the form of Exhibit " -2" hereto. We shall effect the transfer and
advise the parties accordingly.
IBANK STGNATL]REI
Exhibit _-l
FORM OF LETTER OF CREDIT DRAWING CERTIFICATE
The undersigned hereby certifies to [Bank] ("Issuing Bank"), with reference to the
Irrevocable Standby Letter of Credit No. ("Letter of Credit") by the Issuing
Bank in favor of PacifiCorp, an Oregon corporation (together with any transferee under
the Letter of Credit, called "Beneficiary"), that because [check at least one (l) of the
following, as applicable] :
E ttl a Contractor Event of Default has occurred or is continuing under the [contract
name] (including but not limited to as a result of the Account Party's failure to strictly
comply with the Milestone Schedule (as defined in the [contract name], dated as of
20J, between Account Party and Beneficiary) or failure to pay Beneficiary
when due and payable any amounts respecting Delay Liquidated Damages (as defined
within [contract name]) or any other default or material breach of the [contract name] by
Account Party);
E fZl the [contract name] has been terminated prior to [insert contract end date], in
accordance with Section _ of the [insert contract name];
E t:l the Letter of Credit is due to expire within thirty (30) days and Beneficiary and
Account Party have not mutually agreed in writing to an extension thereof; or
E f+l the Letter of Credit has ceased to satisfy the requirements for an Acceptable Letter
of Credit (as defined in the [contract name]).
Beneficiary is drawing upon the Letter of Credit in an amount equal to$
which amount is not in excess of the remaining undrawn portion of the Letter of Credit as
of the date of this Certificate.
Name of Beneficiary:
By:
Name:
Title:
20
TO:
RE:
Exhibit _-2
TRANSFER OF LETTER OF CREDIT IN ITS ENTIRETY
TO STANDBY LETTER OF CREDIT NO.
FROM:
LETTEROF CREDITNO.ISSUED BY
We, the undersigned beneficiary, hereby authorize and direct you to transfer irrevocably the referenced
letter of credit in its entirety
To:
Whose Address is:
(Herein called the "transferee") with no changes in terms and
conditions of the Letter of Credit.
We are returning the original instrument, including original amendments, if any, to you herewith in order
that you may deliver it to the transferee together with your customary Letter of Transfer.
Any amendments to the Letter of Credit that you may issue or receive are to be advised by you directly to
the transferee, and the documents (including drafts ifrequired under the Credit) ofthe transferee are to be
processed by you (or any intermediary) without our intervention and without any further responsibility on
your part to us.
We understand that pursuant to U.S. law, you are prohibited from issuing, transferring, accepting or paying
letters of credit to any party or entity identified by the Office of Foreign Assets Contol, U.S. Department
of Treasury, or subject to the denial of export privileges by the U.S. Department of Commerce.
**THE SIGNATURE OF THE BENEFICIARY
WITH TITLE AS STATED CONFORMS WITH
THAT ON FILE WITH US AND IS AUTHORZED
FOR TTIE EXECUTION OF SUCH INSTRUCTION.
(Official Bank Stamp)(Narne of Beneficiary)
By:
(Name of Bank)(Authorized Signature)
(Address of (Title)
By:
(Authorized Signature)(Telephone Number)
Date:
(Title)
Date:
(Telephone Number)
\PacrnConp
PaclflCorp
Ptocurement
825 NE ltuttnomah Sfreet, Sulte 1E00
Poftland, Oregon 97232 Purchase Order
Shiooino Address
PacifiCorp
Lloyd Center Tovrrer
825 N.E. Multnomah
PORTLAND OR 97232
VendorAddrcss
lnformatlon
Date
Vendor No.
Payment Terms Descriptlon
Buyer
Phone
Fax
Delivery Date
lnco Terms Descrlptlon
lnco Terms (Part X)
Billins Address
PacifiCorp
Accounts Payable Department
P.O. Box 3040
Portland, OR 97208 - 3040
Showthe Purchase Order Number on al! packagee, lnvolces, bllls
of ladlng and corrrspondence. Send lnvolces to Accounts Payable
Departnent Notfi buyer lmmedlately: (f ) if unable to chlp or
deliver on dates speclfled below or (2) when descrlptlon ls
or superceded.
Shipping lnstructlons:
Currency: USD
Valid From:
Item MateriaUDescription Quantity Uill Net Price Net AmountPer Ut
10
Exhibit E
Statutory Form of Lien and Claim Release California Work
(Civil Code $8/JE Operative July 1, 2012)
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN,
STOP PAYMENT NOTICE, AND PAYMENT BOND RIGHTS
UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID FOR
GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST
YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE
NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.
Identifying Information
Name of Claimant:
Name of Customer:
Job Location:
Owner:
Unconditional Waiver and Release
This document waives and releases lien, stop payment notice, and payment bond rights the
claimant has for all labor and service provided, and equipment and material delivered, to the
customer on this job. Rights based upon labor or service provided, or equipment or material
delivered, pursuant to a written change order that has been fully executed by the parties
prior to the date that this document is signed by the claimant, are waived and released by
this document, unless listed as an Exception below. The claimant has been paid in full.
Exceptions
This document does not affect the following:
Disputed claims for extras in the amount ofl $
Signature
Claimant's Signature:
Claimant's Title:
Date of Signature:
t-2014'
x PACIFIC FOWER Y ROCKY MCI..INTAIN
P()ITERA txvrsl()r{ of PAcflcoRP
Exhlblt F
Gontractor Health. Safetv and Environmental
Contractor:
Aoollcabllltv
The health, safe$ and environmental requirements below apply to all contractors perforrring
work at all PacifiCorp worksites. The contractor naured above (hereinafter, Contractor) shall
also ensure compliance with these requirements by all of its subcontractors of every tier. Any,
and all training required in order for Contractor/s personnel and the personnel of Contractor's
zubcontractors to comply with these shall be received by those prior
their perforrrrance of applicable work. AII suctr training shall be at Contractor's expense.
Securitv
Contractor shall be responsible for the security of all corrhactor-furnished material and
equipurent, as well as any PacifiCorpfurnished material and equipment received by
Conhactor.
The PacifiCo"p project manager or other on-site PacifiCorp proiect supenrisory personnel
(hereinafter, PacifiCorp Supervisor) may require iderrtification of persons entering o leaving
PacifiCorp sites or project sites. PacifiCorp may also rcquire searches of vehicles entering or
leaving its sites or proiect sites. PacifiCorp-owned projectmaterials may only be removed
from proiect sites with prior express written approval from the PacifiCorp Supervisor.
Contractor shall each day provide the PacifiCorp Supervisor the number of contractor
personnel working on the project and wheru where, and what work will occur.
On all PacifiCorp work sites including pre-bid meetings and iob walks.
Contractor shall enstrre that their employees are provided with and wear;o Non-Metallic Hard Hat satisfying ANSI 739.7-2n3 Chss Eo Safety Glasses with Side Shields, safrsfying ANSI 737.1-2003
o Safe$ Footwear, satisfying ANSI Z4U ASTMF2473 with a class 75 rating
o Synthetic clothing should not be worn on any PacifiCorp worksite where energized
work may be perforrred
When work is to be perforrred by Contractor on Electrical Equipment that is or may become
energized, at 50 volb or greater, or within the area of a Sub-Station, Contractors errployees
shall wear, at a minimum;
o tong sleeve FR Shirts with an ATI{/ of 8.0 cal/cm2 for shirt fabrics), with sleeve rolled
down and buttoned. Note: Shirb or clothing with a higher ATPV may be required for
I
work on some equipment at those sites where indicated by signage. Consult with
PacifiCorp Supervisor to determine applicability of higher levels of protection.
ltVhen setting or removing meters from ener*ed meter bases Conhactors employees shall
utilize;
o Face Shields thatsatisfy ANSI7f7|1, -2003
Tools. Equipment and Safetv Supplies
Except as specifically noted elsewhere in the contract, Contractor shall provide all tools,
equipment and supplies, including safety supplies, to perform the work in a safe and
appropriate manner.
Safetv. Health and EnvironmentalAccident and Damaqe Prevention
Prior to starting any work, Contractor shall inspect the project site to ensure Contractor fully
recognizes and understands all health, safety, and environmenhl site conditions. Contractor
shall also, prior to starting work, review and understand all health, safety, and environmental
laws, regulations, permitconditions, and requirements applicable to performance of
Contractor' s project work.
Prior to start of any work, Contractor shall ensure that each of its employees and ib
subcontractors are fully informed concerning all applicable safety, health, environmental and
security regulations and project requirements, as well as all pertinent health, safety or
environmental site conditions.
Contractor shall ensure, through health, safety & environmental discussions each day that all
workers present are fully informed concerning all applicable safety, health, environmental and
security regulations and project requirements, as well as all pertinent health, safety or
environmental site conditions or potential injurious exposures. Contractor shall ensure all
workers at each of Contractor's PacifiCorp work locations each day participate in these
discussions on the health and safety aspecb and potential environmental impacts of the day's
work. Such meetings or discussions shall be repeated any time there are changes in the work
group or work conditions resulting in new hazards or new potential exposures. These
meetings shall be documented on a contractor provided form. Example Tailboardforms Ne
attached for your reference. These documents shall be retained with project documentation
and available to the PacifiCorp Supervisor.
Contractor shall conduct operations in such a manner as to prevent or control the risk of
bodily harm to persons, environmental damage or releases, and/or damage to property.
Uns#e, unhealthful and environmentally threatening conditions shall be addressed
immediately. Records shall be generated of all such conditions and all steps undertaken to
mitigate them.
Contractor shall ensure that when working on or in the area of energized, unguarded electrical
equipment, or equipment that may become energized at 50 volts or above, that such work is
.,
performed by Qualified Persons. When work thatis typically completed by non-high voltage
electrical contractor is being performed they shall provide a Qualified Person to act as a safety
watch and be responsible to monitor all work of non-qualified workers, on a continuous basis,
stop any work thatcould create ahazard, and ensure all safety rules are observed. The
qualified person shall ensure that a iob briefing is conducted with the persons under his care
before each job
Contractor shall ensure compliance with all applicable requiremenb setforth in OSH&
DOSH, DOT, EPA or any other applicable Federal, state and/or local regulations. Such
responsibility shall apply to both its operations and those of ib subconhactors. When a
PacifiCorp Supervisor notices infractions of safety, health or environmental requiremenb and
notifies Contractor, Contactor shall immediately correct the condition and record the actions
taken to make such corrections.
In the event Conhactor fails to promptly correct any noted infraction of safety, health, or
environmental requirements, or if there is a safety or environmenhl incident, a PacifiCorp
Supervisor may order a suspension of the work via the Health, Softty or Enoironmental Incident
Notice. When satisfactory corrective action is completg an order to resume work will be issued
by a PacifiCorp Supervisor. Contractor shall not be entitled to any extension of time or any
claim for damage or excess costs by reason of a notice of infraction, a suspension order, or any
corrective action. Failure of PacifiCorp to order discontinuance of Contractor's operations
shall not relieve Contactor of its responsibility for the safety of personnel and property.
Contractor is responsible for the manner in which all tools and equipment are stored, handled
transported, and used, and for the proper use of safety equipment and devices necessary to
safeguard personnel at the site, including those of PacifiCorp and other contractors.
Contractor will furnish its personnel with personal protective equipment appropriate to the
specific work activity, in accordance with applicable regulations and PacifiCorp site rules. All
of its personnel shall lvear appropriate protective equipment for the tasks undertaken.
All vehicles shall have seats firmly secured and adequate for the number of occupanb to be
carried. Personnel shall not ride in or upon any moving vehiclg except in a seat or other space
specifically designed for human occupancy and in the manner for which it was designed. Seat
belts and anchorages meeting the requirements of 49 CFR Part571. (Departnent of
Transportation, Federal Motor Vehicle Safety Standards) shall be installed in all motor vehicles
and shall be used by all occupants at all times when the vehicle is in motion.
Tobacco-Free Workplace Policv
PacifiCorp is a Tobacco-Free Work Place. Tobacco use is prohibited in all PacifiCorp
buildings, facilities or property. The policy applies to any person on property subject to the
control of PacifiCorp. See the attached Tobacco-Free Workplace Policy.
3
Site contol
Contractor shall fumish and utilize safe$ devices and equipment as appropriate to secure the
jobsite and safeguard its persorurel, as well as PacifiCorp and subco,nhactor personnel and
members of the public.
Contractor shall at all times maintain the jobsite in the salest condition reasonably possible. At
all times, it shall be Contractor's duty to correct or arrange to give warning of any hazardous
condition. Appropriate precautions and security shall be established by Contractor to protect
the public from site hazards and to reduce the site's potential as an attractive nuisance.
Bariers, barricade tapes and signs shall identify unsatb conditions. Danger area signs and
barricades shall be designated by a predominantly red color. Danger area barricade tape shall
be red and shall be leftered with either 'DAI{GER' or ,DANGER - DO NOT ENTER.'
Caution area signs, barricades, and barricade tape shall be designated by a predominantly
yellow color. C-aution area barricade tape shall be yellow and shall be leftered with
"CAUTION."
Baricades and barricade tape and/or tlagging shall have profrly completed infonnation
signs attached in a conspicuous location at each entry point stating the date, neason for the
barricade and the person to contact for additional inforuratioru Sigrrs, barricades, or other
precautionary material shall be removed imrnediately upon terrrination of the hazard.
PacifiCorp uses a protective switching and tagging procedure to ensure systems are safe prior
to work being on them. Contractor shall familiarize its persorurel and the persorurel
of its subcontractors with the StoitclthtgTenilrrclogy and the SuitchingOrder ProcessitrgPolicy
documents, and shall follow all Dispatch and Grid Dispatch procedures appropriate for the
work.
In the event of an incident requiring outside assistance, Contractor's personnel shall call 911
flocal county dispatch enrergency number) in order to receive the appropriate eurergency
assistance.
All accidents and fires are to be reported to Dispatch and to the PacifiCorp Supervisor. The
person that reports the emergenry must give his name, state the nafure of the emergenry and
the location of the emergency. The Dispatcher and the PacitiCorp Superwisor will log the
event and notify PacifiCorp Risk Management.
In the event of a fire, accident, or evacuation emergenry, Contractor must assemble and
account tbr its persorurel. Upon completion of an accurate persormel count, Contractor is to
report the stahrs of its personnel to the PacifiCorp Supervisor.
4
lncident Reportinq
Contractor shall maintain an accurate record of all cases of property damage and of death,
occupational diseases, or injury to ib employees or to any third parties that are related to
performance of work under the contract All such incidenb shall promptly be reported to the
PacifiCorp Supervisor ona Contractor lncifunt Report.
Weeklv Reoortino
Additionally every Wednesday before LPM Contractor shall provide either elechonically or
via fax a copy of the Contractor Sofrty Report of any incidents that have occurred since the
previous report If no incidents have occurred a Copy of the Contractor SofetV Report shall be
submitted denoting no incidents. This is required whenever contractor has any personnel
working on any PacifiCorp property. Contractor Sofe$ Report is attached for your use.
In the event of an environmental release, Contractor's personnel shall immediately contact the
Spill Hotline answering service at [phone]. In additioru all environmental incidents
shall be reported to the PacifiCorp Supervisor.
Hazardous illaterials
Contractor's personnel and those of its subcontractors are required at all times to be familiar
with and abide by dt provisions of the OSHA Hazard Communication Standard and SARA
Title Itr, Emergency Planning and Community Right-to-know Act (EPCRA) rules.
Cleanup
Contractor shall keep the work area, including storage.ueas used by it, free from
accumulation of waste and trash.
Contractor is solely responsible for the transport, storage, security, handling, use, removal,
disposal, and all other aspects of materials it brings to, causes to have brought to, or receives at
the jobsite. Contractor shall promptly remove all of ib unused material (unless desired by
Company to be left on site) and all of its generated waste and shall leave none behind at
completion of the project Upon completion of the work, Contractor shall leave the work area
in a condition satisfactory to PacifiCorp.
In the event of Contractor's failure, within a reasonable time, to satisfactorily clean the area,
PacifiCorp may, after written notice to Contractor, perform the clean-up and removal at
Contractor's expense.
Health. Safetv and Environmental Violations
All health, safety and environmental violations with respect to work performed by Contractor,
or its subcontractors of any tier, must be corrected by Contractor. Contractor shall be solely
5
liable for all costs, including government-imposed penalties, associated with health, safety,
and/ or environmental violations attributable to Contractor or its subcontractors.
Abnormal or Hidden Hazards
Contractor shall inspect the project site to ascertain all site abnorrnalities and hidden hazards.
Contractor shall make note of these abnormalities and hidden hazards, shall determine
methods for addressing them and shall record such determinations. Contractor shall inform ib
personnel and its subcontractors of the abnormalities and hidden hazards and its
determinations in their regard. All notes, records of determinations, etc. with regard to site
abnormalities and hidden hazards shall be copied for and provided to the PacifiCorp
Superwisor.
Subcontractors
These requiremenb apply to all subcontractors. It is the responsibility of Contractor to inform
all its subcontractors regarding the applicable work rules and security, environmental, health,
and safety requirements prior to the start of any subcontracted work, and to train such
subcontractors if necessary. PacifiCorp will provide copies of these requirements to
subcontractors upon requesL
6
Gontractor Acknowledoement
Ttre undersigned Contractor hereby acknowledges receiptof trese
requirements. Contractor represents ftatithas reviewed and understands these requirements,
and will abide by aod enforce these requirenrents wift its peroonnel and those of its
subcontractors.
CONTRACTOR
Name:
Tifle:
Signature:
Date:
7
YPecrFrConp\ A MTOAMESTCA,I ENERGY HOLONGS COMilNy
TOBACCO.FREE WORKPLACE POLICY
No individuals, whether employees, contractors, vendors, visitors or guests, are allowed to smoke
or use tobacco products on the premises of any PacifiCorp facility or propefi, whether owned or
leased. This prohibition includes offices, field facilities, company vehicles and aircraft, garages,
parking lots, Iawns and sidewalks. Where approved, the company will identifu tobacco-use areas
at its power generation and mining facilities for use during authorized break periods.
Note: For represented employees, a collective bargaining agreement may supersede this policy.
REPORTING
Employees are erpected to report violations of the compan/s tobacco-free workplace policy to
their supervisor or a human resources representative. Failure to comply with the tobacco-free
workplace policy will result in discipline, up to and including termination of employment. Smoking
in the workplace is a violation of law in certain strates and may carry civil penalties for those who
violate such laws.
PROTECTION AGAINST RETALIATION
Retaliation against any person who, in good faith, reports a violation of this policy or participates
in an investigation of smoking or the use of tobacco products in the workplace is prohibited. lf the
company finds retaliation has occurred, individuals who engaged in the retaliatory behaMor may
be subject to discipline, up to and including termination of employment, regardless of whether the
original complaint is substantiated.
These policies supersede and revoke any and all past pollcies and practices, oral and
written representatlons, or statements regardlng terms and condltions of employment
concemlng the subject matter covered herein. Pacificorp reseruea the right to add to,
delete, change or revoke these policies at any time, with or without notice. These policles
do not create a contract between Paclflcorp and any employee, nor do they create any
entitlement to employment or any benefit provlded by PaclflCorp to its employees.
CAUTIONI This document may be out of date if prlnted.
Revised September 2009
h6 0+2e.6
Company Name: Example Only - Do Not Duplicate
TAI LBOARD AND R'SK ASSESSI'E'' T
GPS Coordlnetcr:Job Docrlptlon:
Job Locetlon:
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SW]TCHING REVIEW
Clrcultl
POTENTI.AL HAZARDS & PI.ANNED CONTROL TEASURES
Pofii,l crlcd(Gd -YES- bclow all4tr.t hrcL,dc . brbl outtm ol phrured Cp/ntro, mc.tu7!stEt XA
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Tntllc cmtrol moeruno put ln phco?
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RE.TAILBOART)
lrot" ,r.roas lq ro-bilbordlng, ltrcludc lntdalg ol hdtvuuol rl€,por'p,&,ra Jor lob pbnnlng ond onyono n u to thc crt/u.
Re.Talboad:
hltlrb:
Rc-TeIboard:
hlrtrb:
SIGN OFF
DATE:
DATE:
TAILBOARD GOilDUCTED BY:
CREW I{ITI,ALS:
TilE:
DATE:
GF:
TGR:
h6 oa{eG
frnr.FrnaWofi
Job Xlercdpdon:
Job Loce0on:
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TAILBOARD AND R'SK ASSESST'E''T
GPS Coordlnrtec:
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O{rr pobnthl hrzedr or ufr[y condldonr?
RE.TAILBOARD
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ReTallboard:
Re-Tellboard:
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hlnrb:
SIGN OFF
GF:
TGR:goannE
TAILBOARD COIIDUGTED BY:
CRE:WIT{]TIALS:
TITIE:
DATE:
DATE:
DATE:
i.d 0C2e{X,
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TA'LBOARD AND R'SK A SSESS,UE'VT
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RE.TAILBOARD
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Re-Tallboerd:
lrf,rlr:
Re-Tallboard:
TAILBOARD COTIDUCTED BY:
DATE:fGR:
hlLb:
CREW NTNALS
TITE:
x PACIFIC POWER
Report is due by l:00 p.m. each Wednesday.
ContractorSafety Info@pacifi corp.com
Contractor Name:
Report Date:
Company Contact Name and Number:
!fnere are no new incidents to report.
Incident 1
Vehicle Incident - Preventable
Vehicle Incident - Non-Preventable
Employee name:
Location of incident:
Name, title, phone number
of person submitting information:
Description:
Actions taken to ensure
incident does not reoccur:
Incident 2
OSHA Recordable Incident
Lost Time Incident
ROCKY MOUNTAINHgffi
Miss
Intemrption
ear Miss
Interruption
Y
Contractor S afety Report
Please complete form and fax to 503-813-7190 or email to
Any questions, contact Tim Berg at 503-813-7114.
Vehicle Incident - Preventable
Vehicle Incident - Non-Preventable
OSHA Recordable Incident
Lost Time Incident
Date of incidcnt:
Date of incident:Employee name:
Location of incident:
Name, title, phone number
of person submitting information:
Description:
Actions taken to ensure
incident does not reoccur:
IIII
II
Use additional sheetsfor morc incidents.
x PACIFIC POWER
A DIVISIOGI OF PACIFICOBP x ROCKY
POWERA6rEaatrffi
MOUNTAIN
Health, Safety or Environmental Incident Notice
(Io be issued to Contractor's Representative by the Project Manager)
This serves as formal written notice to Contractor of an observed Health, Safety or Environmental infraction.
Repeat and/or additional infractions may result in termination of work in accordance with contractual
agreements. Any cost incurred as a result of this notice shall be to Contractor's account.
CONTRACTOR:
SITUATION:
First verbal notice given to
by
(Nune and company ofperson receiving verbal notice of infraction)
on
(Narne ofpcrson giving verbal notice)
Work suspension ordered? Yes _ No _
@ate veftal notice FIRST given)
Work suspension released. Date Time
PLAI\INED CORRECTM ACTION (This section is to be completed by Contractor):
Expected completion date:
PERSON GTVING WRITEN NOTICE
Name:
Date completed:
Signature:
PERSON RECEIVING WRITTEN NOTICE
Name:
Signature
cc
Date:
Power Delivery Health, Safety & Environment Deparfnent
Procurement
a
a
a
a
a
a
Exhibit G
Expense Guidelines
For PacifiCorp Contactor Expense Reports
Receipts ere required for ell reimburseble expenses gglglg less then $25.00*
AIRFARE/LODGING: All travel, that you request rcimbursement from PacifiCorp, must be approved priorto booking.o PacifiCorp will reimburse for coach class travcl only. Charges in excess of coach ticket are the responsibility of fie
conmct firm. Booking flights less than sevcn (7) days prior to departure is strongly discouraged and must be
approved by the hiring manager.o PacifiCorp will only reimburse for standard hotel rooms and prefers that contractors use hotels where negotiated
discounts are available.o Contract firms may make their ovm arrangements for air travel, rental car and hotel stays, but expenses must meet
these guidelines. The contractor is welcome to utilize PacifiCorp discounts or their own corporate discounts.
Check with PacifiCorp for hotels with discounted rates.
RENTAL CAR/GROUND TRAI\SPORTATION: If a rental car is required, it will require the approval of the hiring
manger. One car per contract firm is allowed. PacifiCorp may require proof of insurance. Discounted rates are available
with Enterprise.o PacifiCorp will reimburse shuffle, cab or mileage for one trip to and one trip from the airport up to a maximum of
$60 per trip. ($120 for each business fip). If you park at the airport, PacifiCorp will reimburse you for economy
parking only. Receipts for all ground transportation, parking and mileage are required.
o Use of personal or company vehicles will be reimbursed at the currently effective IRS allowed rate per mile.
Required automobile insurance is required.
MEALS: Standard meal reimbursement should not exceed $65 pcr day. PacifiCorp will reimburse for breakfast, lunch
and dinner for each day of contract wort for non-local contractors. However, this is not a per diem amount that is
automatically paid for each day of work. All reimbursable items to be listed on expense log.
o PacifiCorp will not reimburse for any meals that the confiactor (or contracting agency) purchases for PaciftCorp
employees, such as team lunches/dinner. If meal receipt is for more than once person, please specifr other
contractor(s) name from your firm.
o PacifiCorp will onlv reimburse for meal eratuities @ l5%. All other gratuities are not reimbursable (e.g. taxis,
porters, bellhops, or hotel staff).
FOREIGN EXCIIANGE RATE: For contractors that are outside the United States, please calculate your exchange rate
using a monthly average. All reimbursable receipts within that month shall be calculated on that average.
NON-REIMBURSABLE EXPENSES: The following is a list, though not all inclusive, of expenses that will not be
reimbursed;
o Hand-writtenreceipts
o Business gifts
o Expenses for non-business purposes
o Alcoholicbeverages
o Fines
o Local travel time (within 50 miles of consultants ollice)
o Personal entertainment (in-room movies, health club)
o Expenses incurred by contactor family members
o Expenses not supported with a valid receipt
o Laundry serviceo Barber and beautician fees
o Personal hygiene products ( shampoo, razors blades, toothbrushes)
REPORT DOCUMENTATION: Accurate expense reports to include cover log/worksheet with type of expense, date and
amount. Reports submitted in a timely manner substantially reduce the invoice processing time.*
1012017 v6
PaciJiCorp may agree to one-lime exceptions. Prior approval required.
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EXHIBITI
PROIIIBITED VEI{DORS AI\D VENDOR REGIONS
In addition to the entities identified in lists maintained by applicable United States regulatory
authorities, the following entities are Prohibited Vendors and Vendor Regions:
Hytera Communications Corporation
Hangzhou Hikvision Di gital Technology Company
Dahua Technology Company
Da Jiang Innovations @JI)
AO Kaspersky Lab
ZTE Corporation
Huawei Technologies Co. Inc.
Xinjiang Production and Construction Corps
Dago New Energy Corporation
GCL-Poly Energy Holdings Ltd
Xinte Energy Company
East Hope Group
Sieyuan Electric Co., Ltd
Risen Energy America, Inc.
Trina Solar
Eaton Corporation (Solar Panel division)
Chint Power Systems America Co. (Solar Panel division)
Chint Solar (Hong Kong) Company Limited
HT Solar Enerji Anonim Sirketi
Solar City (subsidiary of Tesla)
Hoshine
Xinjiang Uyghur Autonomous Region, China