20220915Notice of Affiliate Transaction - Mouser.pdf

\PecrtCoRP.hcifk Poro
Rocky Mountarn PoGr
Timothy K. Clark
Senior Attorney
September 15,2022
VIA ELECTRONIC FILING
- ,.-i i.- 1407 W. North Temple, Suite 320
Salt Lahe CiO, UT 84116
801-220-4565 OfJice
T i m. C I a r k@1t a citi c o rp. c o m
Idaho Public Utilities Commission
I l33l West Chinden Boulevard
Building 8 Suite 20lA
Boise, Idaho 837 14-1021
Attention:Jan Noriyuki
Commission Secretary
PacifiCorp Notice of Affiliate Transaction - PacifiCorp and Mouser
Electronics, Inc.
Case No. PAC-E-05-8
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 an affiliated interest transaction with Mouser Electronics,
Inc. (Mouser).
PacifiCorp entered into an agreement with its affiliate Mouser to purchase a replacement
microswitch. Mouser is a globally authorized distributor of semiconductors and electronic
components. Among the items available through Mouser is the microswitch, model number
7315600. This model is unique to that used with a component at PacifiCorp's Huntington
thermal power plant for which a replacement is now needed for system continuity. Other vendors
were solicited, though none could provide a quote for this part. A true copy of Purchase Order
No. 4501083107 (the Agreement) is included with this Notice as Attachment A.
PacifiCorp is a wholly-owned indirect subsidiary of Berkshire Hathaway Energy (BHE).
In turn, BHE is a subsidiary of Berkshire Hathaway Inc. (Berkshire). Likewise, Mouser is a
wholly-owned subsidiary of TTI, Inc., which itself is a subsidiary of Berkshire. Therefore,
Berkshire's ownership of both BHE and TTI, [nc., creates an affiliated interest relationship
between their respective subsidiaries PacifiCorp and Mouser.
Re:
Idaho Publio Utilities Commission
September 15,2022
Page2
The Agreement between PacifiCorp and Mouser was prepared in accordance with
PacifiCorp's procurement policies and procedures. PaoifiCorp will pay Mouser $215.00 for the
microswitch. The Agreement contains standard commercial terms and conditions that ensure
PacifiCorp's ability to provide safe and reliable service.
Please do not hesitate to contact me if you have any questions
Sincerely,
7^-b K A.L
Timothy K. Clark
Senior Attorney
PacifiCorp
Enclosure:
Attachment A
ATTACHMENT A
PacifiCorp Notice of Affiliate Transaction
to
\PecrnCoRp Page 1 of 11
081091202214:19:35
version 1P ac ifi Corp P roc u rem ent
825 NE Multnomah Sfreef, Suite 1800
Portland, Oregon 97232 Purchase Order
Shipping Address
PacifiCorp
Huntington Plant
Hwy 3'1, 8mi West of Huntington
HUNTINGTON UT 84528
Vendor Address
MOUSER ELECTRONICS INC
lOOO N MAIN ST
MANSFIELD TX 76063
USA
Attention: CODY HAMPTON
Vendor Phone: [phone]
Vendor Fax:
Billing Address
PacifiCorp Accounts Payable Department
PO Box 3040
Portland, OR 97208-3040
Contact AcctsPayHelp@Pacifi Corp.com for electronic
submission instructions. Alternative billing address
info presented below when applicable.
lnformation
P.O. Number 4501083107
Date 0810512022
Vendor No. 151336
Payment Terms Description NET 30
Buyer
Phone
Email
Eva Miller
(801)2204101
eva.miller@pacifi corp.com
Delivery Date 0211712023
lnco Terms Description FOB Origin Collect
lnco Terms (Part X)
Show the Purchase Order Number on all packages, invoices, bills
of lading and correspondence. Send invoices to Accounts Payable
Department. Notify buyer immediately: (1) if unable to ship or
deliver on dates specified below or (2) when description is incorrect
or superseded. Any refund checks must be sent to the following
address and not to individual employees.
PacifiCorp
PO Box 5504
Portland, OR 97208-5504
Shipping !nstructions:
SUPPLIERS ARE TO SHIP MATERIAL PER SHIPPING INSTRUCTIONS LISTED BELOW WHEN FREIGHT COSTS ARE PAID BY PACIFICORP.
SUPPLIERS ARE NOT TO USE ANY ALTERNATE SHIPPING SUPPLIERS. ANY DEVIATIONS FROM THESE INSTRUCTIONS WITHOUT PRIOR
AUTHORIZATION SHALL BE CONSIDERED AS THE SUPPLIERS AGREEMENT TO PAY ALL TRANSPORTATON CHARGES, REGARDLESS OF THE
AMOUNT.
FOR ROUTINE SHIPMENTS WEIGHING BETWEEN 1 THRU SOOO LBS
TO ENTER THE SHIPMENT ON.LINE
PLEASE LOG-IN TO PACIFICORP FREIGHT PORTAL
HTTP:/MWW.PACIFICORPFREIGHT.COM
PLEASE ENTER OR PROVIDE YOUR PO # ON EACH LOAD SCHEDULED
FOR SHIPMENTS REQUIRING SPECIAL HANDLING, INCL EMERGENCY, HAZMAT, FLATBED, OR OVERSIZED LOADS,
CONTACT ARDMORE AT:877.916.7447 FOR PICK UP
ARDMORE POWER LOGISTICS WILL PROVIDE YOU A CARRIER AND BOL
3RD PARTY BILL TO:
PacifiCorp c/o Ardmore Power Logistics
24610 Detroit Ste 1200
Westlake, OH 44145
3Td PARTY OR DROP SHIPMENTS:
1. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE PACIFICORP PURCHASE ORDER NUMBER WHICH IS REQUIRED ON
ALL BILLS OF LADING, FAILURE TO LIST THE PO ON THE SHIPPING DOCUMENTS MAY RESULT IN SHIPMENT REFUSAL,
2. IT IS THE SUPPLIER'S RESPONSIBILITY TO INFORM ARDMORE OF THE CORRECT SHIPPING TERMS. ADDITIONAL FREIGHT COSTS FOR
NOT FOLLOWING THESE INSTRUCTIONS ARE THE RESPONSIBILITY OF THE SUPPLIER
!.PAoFTCoRP 4501083107 DatedOBl05l2022 Page 2of 11
081091202214:19:35
P ac ifi Co rp Proc u rem ent
825 NE Multnomah Sfreef, Suite 18(N
Pofiland, Oregon 97232 Purchase Order
DO NOT SHIP THE FOLLOWING IN CLOSED VANS OR TRAILERS:. PRODUCTS LONGER THAN 20 FEET
. PRODUCTS WEIGHING MORE THAN 2,OOO POUNDS PER PIECE
- PALLETS EXCEEDING 6,OOO POUNDS, BUNDLED PIPE, STEEL OR CONDUIT
ALL HEAVY PRODUCTS MUST BE PACKAGED IN A MANNER THAT A FORKLIFT
COULD LIFT AND REMOVE EASILY,
DO NOT SHIP THE FOLLOWING TRANMISSION AND DISTRIBUTION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
. CONDUIT
, STEEL CONDUIT ELBOWS
, CROSS ARMS. STEEL OR WOOD (INCLUDING BRACES), MAST ARMS
, TRANSMISSION POLYMER INSULATOR IN CRATES, INSULTORS LONGER THAN A PALLET, POLES, ESPECIALLY FIBERGLASS OR ALUMINUM
, TRANSFORMERS, SINGLE OR 3 PHASE
- TRANSFORMER PAD BOXES
- TRANSFORMER PADS AND VAULTS
. GROUND SLEEVES (1 PH OR 3 PH). PAD BOX FOR GROUND SLEEVES
. SECONDARY JUNCTION BOXES (BOTH TYPES)
'VAULTS. FIBERGLASS/EPOXY GUY INSULATORS OVER 6'
. ANCHOR RODS
'SWITCH PLATFORMS
'CABLE ON REELS
DO NOT SHIP THE FOLLOWING POWER GENERATION PRODUCTS INSIDE CLOSED VANS OR TRAILERS:
' BOILER TUBING
" SOOTBLOWER FEED TUBES AND LANCES. CHEMICAL ITEMS CONTAINING HAZARDOUS MATERIAL
. NUVALLOY PIPE FOR BOTTOM ASH SYSTEMS
ALL SHIPMENTS MUST DELIVER TO THE PACIFICORP PLANT BY 2:30 P.M.
MONDAY THROUGH FRIDAY ONLY. RECEIVING CLOSED ON WEEKENDS,
IN ADDITION, ALL MATERIALS MUST 8E DELIVERED ON/OR
NO MORE THAN 7 DAYS BEFORE THE REQUIRED DELIVERY
DATE LISTED ON THIS PURCHASE ORDER,
IF UNABLE TO MEET THIS DATE .
PLEASE NOTIFY BUYER IMMEDIATELY!!
DELIVERIES TO PACIFICORP LOCATIONS REQUIRE HARD HATS, STEEL
TOED SHOES, AND SAFETY GLASSES
Currency: USD
\PecrnCoRp 4501083107 Daled 0810512022 Page 3 of 11
0910912022'14:19:35
P acifi Corp Proc u rement
825 NE Multnomah Street, Suite 1800
Portland, Oregon 97232 Purchase Order
Item Material/Description Quantity UM Net Price Per UM Net Amount
Item Material/Description Quantity UM Net Price Per UM Net Amount
10 0007315600 1.00 EA 213.22 1 EA 213.22
SWITCH,MICRO,125 VOLT A/C.D/C CONTACT RA
The vendor/manufacturer quotation referenced herein is solely for the purposes of price, quantity and description of the goods/services
purchased. The terms and conditions of the ContracUPurchase Order shall tiake precedence and control over any terms and conditions
contained in the quotation.
QUOTE: QD90037
SWITCH, MICRO, 125 VOLT A/C.D/C CONTACT
RATING, 1/8 HP, NON.POLARIZED, PIN
PLUNGER SPDT
Manufacturer Part Number Manufacturer
MT-4R-428 STUART ELECTRIC SUPPLY
Total Net Value usD 2'13.22
Vendor shall furnish the Goods and Services speclfied above in accordance with thls Purchase Order, lncluding the provislons set forth on the
face hereofand any other provisions attached to, lncorporated into, or otherwise made a part ofthis Purchase Order.
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PACIFICORP PURCHASE ORDER STANDARD TERMS & CONDITIONS
(Rev. May 2022)
The terms and conditions issued with this purchase order shall be null and void in the circumstance where PacifiCorp and the Party to whom this purchase order is
issued have a valid written agreement (duly executed by the authorized representatives of both parties) to which lhe items in this purchase order are identified.
t. DEFINITIONS.
"Company' means PacifiCorp or any affiliates or subsidiaries whether direct or indirect acting through the business unit specified on the face of this Purchase Order.
"Confidential lnformation" shall have the meaning as defined in the Contrad and in addition include any information that identifies an individual or customer of
Company, including but not limited to customer account numbers, customer addresses, customer onergy usage information, credit or bank account numbers, social
security numbers, passport or driver's license numbers, or any information not otherwise classified as public information by Company. 'Contract" means the
Purchase Order of which these terms and conditions are a part ("Purchase Ordef), all documents incorporated by reference under the Purchase Order, these lerms
and conditions themselves with any confidentiality or non-disclosure agreement executed by Company and Supplier, and all exhibits and amendments to all such
documents. "Data' shall mean any information, formulae, algorithms, or other crntent that the Company or the Company's employees, agents and end users upload,
create or modiff using any software provided pursuant to the Contract. Data also includes user identification information and metadata which may contain Data or
from which the Company's Data may be ascertainable. 'ltems" mean any goods or services to be provided or performed by Supplier under the Contract as defined
above. 'Price" means the consideration to be paid by Company to Supplier under the Contract for the ltems. "Security lncident" shall mean any circumstance when
(i) Contractor knows or reasonably believes that the confidentiality, integrity, or availability of any Company lnformation has been adversely impacted, including but
not limited to, incidents where Company lnformation has been damaged, lost, corrupted, 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) Contractor knows or reasonably believes that an act or omission
has adversely impacted the cybersecurity of the products or services provided to Company by Contractor or the physical, technical, administrative, or organizational
safeguards protecting Contractor's systems or Company's systems holding Company lnformation; or (iii) Contractor receives any complaint, notice, or communication
which relates directly or indirectly to (A) Contractor's handling of Company lnformation or Contrac{o/s compliance with the data safeguards in this Agreement or
applicable law in connection with Company lnformation or (B) the cybersecurity of the products or services provided to Company by Contractor.
2. BLANKET ORDER.
lf the Purchase Order is designated by Company as a blanket order, Company shall be obligated to purchase only those quantities of ltems which it specifically
requests under release orders issued by Company to Supplier.
3.,ACCEPTANCE OF ORDER,
This Purchase Order for ltems shall be accepted by Supplier upon receipt of the Purchase Order. Any timely commencement of Supplier's performance hereunder
shall also be deemed to be an expression of Supplier's acceptance of this Order including these Terms and Conditions. No modification, alteration, or exception
made by Supplier to the terms of this Contract shall be a part of this Purchase Order unless agreed to in a writing executed by the authorized representatives of both
parties,
4.,PRlCE.
The Price shall be as stated in the Purchase Order unless such price exceeds the lowest price at which Supplier is selling ltems or similar items to its other
customers as of the date of delivery to Company, in which case the lower price shall control. lf there is no price stated in the Purchase Order, the Price shall not be
higher than the most cunent charged or quoted Price to Company for such ltems by Supplier. lf here has been no previous charge or quotation by Supplier to
Company for ltems and if no price is set forth in the Purchase Order, Company shall hav6 th6 right to return the ltems. Supplier shall pay the cost of return
transportation if Supplier charges a price which is in excess of the lowest price at which Supplier is selling ltems to its other customers as of the date of delivery to
Company. lf prior to delivery of the ltems, Company is able to purchase a portion or all of the ltems, or similar items of like quality, at a price which is less than the
Price, Company shall noti! Supplier. Should Supplier fail to meet such lower price, Company may, at its option, purchase from the other source at the lower price,
and in that event Company and Supplier shall be relieved of their obligations under the Contract in respect of that portion of the ltems purchased from the other
souroe.
The Price shall be exclusive of all taxes to be bome by Company arising out of Supplier's performance hereunder, including without limitation sales, use, unless
specifically stated otherwise. Local sales and use taxes in all states shall be paid by Supplier and invoiced as a separate line item. The Supplier is responsible for all
import or export duties and value-added taxes related to these units and all applicable parts.
S.,ACCOUNTING AND AUDITING.
Supplier shall keep accurate and complete accounting records in support of all cost billings to Company in accordance with generally accepted accounting principles.
Company or its audit representative shall have the right at any reasonable time or times to examine, audit, and reproduce the records, vouchers, and their source
documenls which serve as the basis for compensation other than compensation which is fixed in amount by this Contract. Such documents shall be available for
examination, audit, and reproduction for three (3) years after completion or termination of this Contract. All results of these audits shall be kept confidential between
the two parties and their agents. Supplier shall assist Company with preparing necessary audit material and will allow Company to review any work papers prepared
by independent auditors as allowed by professional standards. Any over-collections shall be retumed within thirty (30) days from date of notice of overcharge. Audit
findings will be considered to be final for the period audited.
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6. CREDIT REQUIREMENTS.
Supplier shall meet the requirements of any one or more of clause (i), clause (ii) or clause (iii) below: (i) Supplier maintains a senior unsecured debt rating from
Standard & Poot's of BBB- or better; (ii) if Supplier has no debt rating, Supplier meets ALL of the following credit standards: a) tangible net worth equal to ten times
the projected maximum exposure under this Contract, b) no change in the condition of its eamings, net worth, or working capital over the last 24 months which
would reasonably be anticipated to impair the Supplier's ability to meet its obligations under this Contract, and c) Supplier is not in default under any of ils other
agreements and is cunent on all of its financial obligations, or (iii) Supplier shall post security reasonably salisfactory lo Company. lf requested by Company,
Supplier shall within thirty (30) days provide Company with copies of its most recent annual and quarterly financial statements prepared in accordance with
generally accepted accounting principles.
7. UNIFORM COMMERCIAL CODE.
The Uniform Commercial Code as adopted by the State in which the ltems are delivered shall govem this Purchase Order, except as modified herein.
8. DRAwlNGS€PECIFICATIONS.PROPR!ETARY INFORMATION{ON FIDENTIALITY.ADVERTISING,
Supplier shall be fully and solely responsible for obtaining product datia adequate to design, manufacture, fabricate, construct and deliver ltems in compliance with
all requirements of the Contract. Company shall retain all rights to all such documents it provides or causes to be provided to Supplier. Supplier shall consider all
such documents to be confidential. Upon Company's request, Supplier shall promptly retum to Company all such documents and copies thereof. Supplier shall not
advertise or publish the fact the Company has contracted to purchase ltems from Supplier, nor shall any information relating to the Purchase Order be disclosed
without Company's prior written permission. Unless otheryvise agreed in writing, no commercial, financial, or technical information disclosed in any manner or at
any timo by Supplier to Company shall be deemed secret or confidential.
9. DELIVERY.
The Supplier shall deliver ltems to Company on the date(s) indicated in the Purchase Order. lf Supplier fails to make delivery of any part of the ltems on the date(s)
indicated, the Company may terminate and pursue other remedies. All shipments shall be delivered F.O.B. to the destination designated by Company in the
Purchase Order, and risk of loss shall remain with Supplier until the ltems are received by Company, its agent or consignee regardless of whether Company has
made full payment for the items. A packing slip must accompany each such shipment, and if a shipment is to a consignee or agent of Company, a copy of the
packing slip shall be fonrarded concunently to Company. lf no such packing slip is sent, the count or weight determined by Company or its agent or consignee
shall be final and binding on the other parties. Supplier, or the canier it uses to transport ltems, whichever is applicable, shall (a) maintain a 'satisfactory" safety
rating from the U.S. Department of Transportation and shall provide Company with written proof of such rating on request if the carrier is a motor canier, and (b)
maintain the insurance coverages and policy amounts required by Section 20, unless a larger amount is required by any federal, state, or local regulatory agency,
in which event such larger amount shall be maintained.
IO.WARRANW.
Supplier wanants that for a period of two years afrer the delivery of or performance of the ltems, the ltems will (a) be of merchantable quality; (b) be fit for the
Company's specified purposes; (c) be of high quality, and be free from defects in material and workmanship; (d) comply with the most stringont of Company's or
Supplie/s specifications, performance guarantees and requirements; and (e) comply with all nationally recognized codes and established industry standards. All
Items shall be sold by Supplier to Company free and clear of any liens and encumbrances. Supplier's wananties and guarantees shall survive inspection, delivery,
and acceptance of the ltems and/or payment by Company. lf the ltems do not conform to any of these warranties then, at Company's option, Supplier shall repair or
replace the defective ltems, F.O.B. Company's designated site at Supplie/s expense, or in the case of services, re'perform the services at Supplie/s expense.
Supplier shall be responsible for all expenses and damages which Company incurs, including, but not limited to, incidental and consequential damages. The
foregoing wananties and obligations shall also apply to the ltems supplied by Supplier in such repair, replacement, or performance. Supplier shall immediately
transfer to Company the benefit of any manufacturer's waranties.
11. RESTOCKING FEE.
ln the event that Supplier supplies inconect or defective ltems or fails to deliver ltems on or before the delivery date, or this order is terminated for cause, Company
shall have no obligation to pay restocking or similar fees to Supplier. Moreover, in no event shall Company be required to pay restocking or similar fees to Supplier
unless a mutually acceptable fee is agreed to in a writing executed by the authorized representatives of both parties.
I2. CHANGES.
Company shall have the right to make changes (including additions and/or omissions) from time to time in the ltems, any specifications and/or drawings which are a
part of the Contract. Company shall give Supplier written notice of any such change. Any claims by Supplier for adjustments in price or delivery terms after its
receipt of Company's change order must be asserted in writing to Company not more than ten (10) days after such receipt by Supplier, or such claim shall be
deemed to have been waived.
13. PAYTUIENTS AND INVOICES.
Unless otheruise specified in the Purchase Order or in a separate written instrument signed by Company, no invoice shall be issued by the Supplier prior to the
shipment or performance of the ltems, and no payment shall be made prior to receipt of such ltems and approval of an invoice for such ltems. Company may
withhold any payment othenrise due under the Contract to the extent necessary to offset any claim Company may have or assert against Supplier.
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14. INSPECTION AND PRE.WARRANW PERIOD DEFECTS.
Company may inspect any ltems ordered hereunder during their manufacture, construction or preparation at reasonable times and shall have the right to inspect
such ltems at the time of their delivery and/or completion. ltems fumished hereunder may at any time prior to the beginning of the warranty period stated above in
Section 10 be rejected for defects revealed by inspection or analysis even though such ltems may have previously been inspected and accepted. Such rejected
Items may, at Company's option, be retumed to Supplier for full refund to Company, including removal, shipping and transporlation charges.
I5. PATENT, TRADE SECRET, AND COPYRIGHT INFRINGEI'ENT.
Supplier shall settle or defend, at its sole expense and shall indemnify and save Company harmless from any costs, expenses, losses, and damages resufting from
any claims, suits, or proceedings brought against Company which are based upon a claim that the ltems, or any part thereof infringe on any patent, trade secrot or
copyright in case the ltems or any part thereof fumished hereunder constitute infringement. Supplier shall, at its sole expense and at its option (1) procure for
Company the right to continue using the goods or part thereof; (2) replace the same with substantially equal but non-infringing ltems, (3) modify the ltems so as to
become non-infringing; or (4) upon written approval of Company, remove the ltems at Supplier's sole expense and refund the Purchase price and the transportation,
installation, and removal costs thereof.
16, COMPLIANCE W]TH LAWS AND REGULATIONS.
Supplier warrants that all goods, servlces and labor provlded pursuant to thls Purchaee Order have been provided ln compliance wlth all applicable
laws and rogulatlons, and all appllcable executive,ludlclal and admlnlstrative orders, as each may be appllcable to the work performed hereunder, and
basod on tota! antlclpated dollar value of thls Purchase Order. Wlthout llmlting the generality of the foregoing, Suppller epecifically warrants lts
compliance wlth the Forelgn Gorrupt Prac{lceE Act and the Unlted Klngdom Brlbery Act 2010. Suppller and any subcontractorc shall also ablde by the
regulrements of 41 CFR gg 60-t.4(a), 60-300.5(a) and 60-741.5(a). These regulatlons prohlblt discrlmlnatlon agalnst quallfled indivlduals based on their
status as protected voterans or lndlylduals wlth dleablllties, and prohlblt dlscrlmlnatlon agalnst all lndlvlduals based on thelr race, color, rellglon, sex,
sexual orientatlon, gender identlty, natlonal orlgln, or dlscusslon of compensatlon, Moreover, these regulatlons requlre that covered prlmo contractors
and subcontractors take afflrmatlve actlon to employ and advance ln employment lndlvlduals without regard to rage, color, religion, sex, sexual
orlentatlon, gender ldentity, natlonal origin, protected veleran status or dlsablllty. Suppller and any subcontractors shall also abide by the requirements
of Executive Order 11246, as amended, lo develop and lmplement a wrltten affirmatlvs actlon program (AAP) and Executlvo Orders 11625 and t3170
(utlllzatlon of dlsadyantaged businoss enterprlses) and the Small Buslness Act. To tho extent appllcablo, the employee notlce requlremonE set forth ln
29 CFR Pafi47'1, Appendix A to Subpart A, are hereby lncorporated by reference lnto thls Purchase Order.
I 7. CONFLTCT iTINERALS.
Supplier shall provide to Company informalion on the content of products, manufactured or contracted to be manufactured by Supplier for Company, that utilize or
provided in a form that will allow Company to verifo compliance with Section 1502 of the Dodd-Frank Act (the U.S. Conflict Minerals Law) and will include evidence
of the origin or souroes of the conflict minerals. The information will be submitted at or prior to the time of delivery of products in a form approved and/or designated
by Company from time to time. Supplier shall obtain Company's prior written consent before providing any products to Company that include conflict minerals
originated from the Democratic Republic of Congo or the nine adjoining conflict countries; Angola, Burundi, Central African Republic, the Republic of the Congo,
Rwanda, South Sudan, Tanzania, Uganda, and Zambia. Supplier shall maintain effective accounting procedures, intemal controls and audit procedures necessary
to record the country and place of origin of all minerals included in products provided to Company, and to verify compliance with this Section. Company shall be
permitted to audit such records as reasonably necessary to confirm Supplier's compliance with this Section. Supplier shall indemniff and hold Company harmless
for all fines, penalties, expenses or other losses sustained by Company as a result of Supplie/s breach of this Section.
18. LIENS.
Supplier hereby waives its rights to any mechanic's lien or other lien under any applicable statutes or othenryise for all ltems fumished in connection with the
Contract. Prior to Supplier's receipt of each payment under the Contract, Supplier shall deliver to Company all affidavits, lien releases, materialmen's certificates
and other documents required by Company under the applicable lien laws. lf at any time there shall be evidence of the existence of any such lien or claim for work
done or ltems, materials, services or equipment fumished by Supplier or any other party in connection with the Contract, the Company may use money then due or
to become due under the Contract to discharge such lien or satisfy such claim and may credit such amounts against the amounts due or to become due to the
Supplier.
19. lNDEi,lNlTY.
Supplier shall indemnify and hold Company and its employees, directors, officers and agents harmless from and against all expenses, costs, charges, damages,
claims, suits. losses, fines, penalties or liabilities (including attomey's fees) of every kind whatsoever by reason of, arising out of, or in any way connected with
accidents, occunences, injuries, or losses to, or of any penion, or property including, without limitation thereto, loss of use of property, which may occur before or
after delivery of the completed ltems to Company, or resulting from, in whole, or in part, the sale, design, preparation, manufacture, fabrication, construction,
completion, transportation, delivery, failure to deliver, and/or installation of the items and/or services, excluding only such as are caused by the sole negligence of
Company, but not excluding situations where the Company's negligence consists of failure to discover a condition caused or permitted to exist by the Supplier or
any of its subcontractors. lf Supplier is not responsible for any installation or services or supervision related to installation under the Contract, Supplier shall have no
liability under this Section '19 for any of the above resulting entirely from acts or omissions in the performance of such installation. Supplier, in any indemnification
claim hereunder, hereby expressly and without reservation waives any defense or immunity it may have under any applicable Worker's Compensation laws or any
other statute or judicial decision, disallowing or limiting such indemnification where an employee of Supplier makes a claim against any indemnitee herein, and
Supplier consents to a cause of action for indemnity.
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20. INSURANCE.
Supplier shall take out and maintain with a canier or caniers having an A.M. Best lnsurance Reports rating of A-:Vll or better the following minimum insurance
coverage at its expense for the duration of the Contract (including all wananty periods thereunder) covering all of Supplier's obligations under the Contracl:
(a) Workers Compensation - comply with all applicable workers' compensation laws and fumish proof thereof satisfactory to Company prior to commencing work or
services. lf work or services is to be performed in Washington or Wyoming, Supplier will participate in the appropriate state fund(s) to cover all eligible employees
and provide a stop gap (employer's liability) endorsement;
(b) Employer's Liability - limits not less than $1,000,000 each accidenl, $1,000,000 disease each employee, and $1,000,000 disease policy limit;
(c) Commercial General Liability - with a minimum single event limit of $1,000,000 per occunence/$2,000,000 general aggregate to protect against and from all loss
by reason of injury to persons or damage to third party property, including Supplie/s employees and all third persons, and property of all third parties based upon
and arising out of the negligent acts or omissions of the Supplier's operations hereunder, including the operations of its subcontractors of any tier;
(d) Professional Liability - covering damages arising out of negligent acts, enors, or omissions committed by Supplier in the performance of the work or services
provided under the Contract, with a liability limit of not less than $1 ,000,000 each claim. Supplier shall maintain this policy for a minimum of two (2) years after
completion of the work or services or shall anange for a two year extended discovery (tail) provision if the policy is not renewed. The intent of this policy is to
provide coverage for claims arising out of the performance of work or services under this Contract and caused by any eror, omission, breach or negligent act for
which the Supplier is held liable;
(e) Network Security & Privacy Liability. lf the Work or Services under the Contract involves the rendering of lT services including, but not limited to: software,
software or hardware or systems development or consulting services; intemevapplication services (e.9., web hosting); providing content; connections to systems,
technology or network(s); or if Contractor in any way collects, obtains, maintains or in any way accesses or uses Confidential lnformation, then Contractor, and its
Subcontractors shall maintain Network Security & Privacy Liability coverage, including Professional Enors & Omissions, throughout the term of this Contact and for
a p€riod of two (2) years thereafter, with a minimum required limit of $5,000,000 Each Claim.
(f) Business Automobile Liability - with a minimum single limit of $1,000,000 for bodily injury and property damage with respect to Supplie/s vehicles whether
owned, hired or non-owned, assigned to or used in the performance of the work; and
(g) Umbrella Liability - with a minimum limit of $5,000,000 each occurrence/aggregale where applicable to be excess of the coverages and limits required in
Employers'Liability insurance, Commercial General Liability insurance and Business Automobile Liability insurance above. lnsurance coverage provided on a
"claims-made basis" shall be kept in effect for the longer of two years from the date of Company's initial commercial use of the ltems and for such other length of
time necessary to cover liabilities arising out of the work or services provided under the Contract. All policies required by this Contract shall include provisions that
such insurance is primary insurance with respect to the interests of Company and that any other insurance maintained by Company (including self-insurance) is
excess and not contributory insurance with the insurance required hereunder. All required insurance policies shall not contain any provisions prohibiting waivers of
subrogation. None of the above insurance coverage shall be cancelable except upon thirty (30) days prior written notice to the Company and to all other insured
parties, and Supplier shall provide Company with a copy of any such cancellation notice immediately after Supplier's receipt of it. Supplier shall include Company as
an additional insured on all liability insurance. lf Supplier is subject to any no fault insurance requirements, it shall adhere to all applicable laws and regulations
pertaining to such no fault insurance. ln addition to the provisions of Section 19 above, in the event of a lawsuit or claim by an employee of Supplier or of any of its
subcontractors against Company, or any of Company's agents, officers, directors, or employees for any injury (including, but not limited to death) or disease arising
out of, related to, or claimed to have risen out of, or to have been related to the employee's employment in the performance of the Contract, Supplier, on behalf of
itself and its Workers' Compensation canier, hereby transfers and assigns to Company and shall cause each of its subcontractors to transfer and assign to
Company any and all liens or subrogation rights that it or their insurers may have for Workers' Compensation benefits paid to the employee. On Company's request,
Supplier shall provide certificates of insurance and renewals evidencing insurance.
21. TERMINATIOil, SUSPENSTON OR DELAY.
Company shall have the right at any time to terminate, suspend, or delay the Contract in whole or in part by prior wriften notice to Supplier. lmmediately after receipt
of such notice, Supplier shall stop all performance hereunder except as may othemise be directed by Company. ln the case of termination of the Contract, Supplier
shall then transfer to Company, in accordance with Company's directions, and whether located on the job site, in a vendo/s or manufacturer's facility or elsewhere,
all materials and all information accumulated, specifically prepared or acquired by Supplier for use in relation to the design, development, manufacture, assembly,
shipment, installation, operation, maintenance or repair of the ltems and all supplies, shop drawings, work in process, equipment, machinery or parts prepared,
acquired or used by the Supplier in connection with such ltems and for which the Supplier is to be reimbursed hereunder, and all working drawings, sketches,
specifications, and other information accumulated, prepared or acquired by Supplier with respect to such ltems. The Supplier shall, if directed by the Company and
to the extent stated in the notice of termination, suspension or delay, make all efforts necessary to preserve the work in progress and to protect the ltems whether
still at Supplier's manufacturing facilities or in transit to Company's facilities. lf Supplier is not then in default in the performance of any of its obligations hereunder,
and if Supplier has taken reasonable steps to mitigate its damages resulting from such termination. Company shall pay to Supplier, as Supplier's sole and exclusive
remedy for termination under this Section 21, to the extent not already paid to Supplier an amount equal to: (a) reasonable and documented costs incuned by
Supplier in accordance with the Contracl prior to Suppliers' receipt of notice of termination, plus, (b) the reasonable and documented costs and charges incuned by
Supplier in winding up its activities under the Contracl prior to the effective termination date, provided, however, that the amounts listed in (a) and (b) of this Section
2'l plus prior payments to Supplier shall in no evenl exceed the Contract Price. lf the suspension or delay is not followed by a termination of the Contract, Company
shall have no obligation or make any payments to Supplier after the effective date of the suspension or delay other than, to the extent not already paid to Supplier,
Supplier's reasonable and documented costs incurred in accordance with the Contract prior to such effective date which are not reduced or eliminated by
appropriate mitigative action by Supplier. Before Company resumes performance under th€ Contract following such suspension or delay, Supplier and Company
shall negotiate in good faith on the adjustments, if any, which may be required in payments to Supplier or in the Contract Price to avoid inequities either to Supplier
or Company.
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22. DEFAULT.
lf the Supplier: (a) becomes insolvent; (b) files a petition under any chapter of the bankruptcy laws or is the subject of an involuntary potition; (c) makes a general
assignment for the benefit of its creditors; (d) has a receiver appointed; (e) should fail to make prompt payment to any subcontractors or suppliers; or (f) fails to
comply with any of its material obligations under the Contract, the Company may, in addition to its rights under Section 13 above, at its option either cure the default
at Supplie/s expense or terminate the Contract afler first giving Supplier three (3) days written notice to cure such default. lmmediately afrer such termination,
Company may: (i) take possession of the ltems wherever they may be located and in whatever state of completion they may be together with all drawings and other
information necessary to enable Company to have the ltems completed, instralled, operated, maintained and/or repaired; (ii) pay to Supplier any amount then due
under the Contract after taking full credit for any ofisets to which Company may be entitled; (iii) contract with or employ any other party or parties to finish the ltems;
and (iv) collect from the Supplier any additional expense, losses or damage which Company may suffer.
23. WORK ON PREMISES.
Before Supplier provides any services or work on Company's premises, Supplier will examine the premises and any specifications or other documents fumished in
connection with the ltems and satis! itself as to the condition of the premises and site. No allowance shall be made in respect of any enor as to any of the
foregoing on the part of Supplier. Supplier shall at all times keep the premises free from accumulations of waste material or rubbish. At the completion of installation
of the ltems, Supplier shall leave the premises and the ltems broom-clean.
2/t. SUPPLIER'S PERSONf{EUDRUGS, ALCOHOL, ANO FIREARMS.
Supplier shall employ in the performance of the work only persons properly qualified for the same. Supplier shall at all times enforce strict discipline and good order
among its employees and the employees of any sub-Supplier of any tier. Supplier shall not permit or suffer the introduction or use of any firearms, illegal drugs, or
intoxicating liquor upon the work under this Conlracl, or upon any of the grounds occupied or controlled by Supplier. Supplier shall immediately remove from the
work any person found to be in violation of lhe above restriction and such p€rson shall not again be employed in the performance of the work herein without the
express written consent of Company.
25. CRIMINAL BACKGROUND CHECK, IDENTIW VERIFICATION AND REI.ATED SCREENING.
lf requested by the Company, the Supplier shall conduct, at Supplie/s cost and expense, criminal background checks for the cunent and past countries of
residence on all employees, agents, subcontractors or independent contractors and the employees, agents or representatives of subcontractors or independent
contractors, that have electronic or physical access to work or Company site. At a minimum, a social security number verification and seven-year criminal
background check, including felony or misdemeanor convictions involving: (a) violence to persons/property; (b) thefUfraud; (c) drug/alcohol; or (d) trafiic/other are
requirod. Employment history, education verification, and professional certifications may also be required by the Company. All background checks will be
conducted in accordance with federal, state, provincial, and local laws, and subject to existing collective bargaining unit agreements or other agreements, if any.
Supplier shall not allow persons who have not met the Company's criteria to perform work, unless Supplier has received assent ftom Company. Supplier shall
supply a certification that meets Company's criteria for each Supplier employee, agent or representative and for employees, agents or representatives of any
subcontraclor or independent contractor employed by Supplier. Supplier shall ensure that employees, agents, subcontractors or independent contractors and the
employees of subcontractors or independent contractors sign an appropriate authorization form prior to criminal background checks being conducted,
acknowledging the background check is being conducted and authorizing the information obtained to be provided to Company.
Supplier shall have and ensure compliance with a substiance abuse/drug and alcohol poliry that complies with all applicable federal, state and/or local statutes or
regulations. ln addition, if requested by Company, Supplier shall ensure a drug test, at Supplie/s cost and expense, for all employees, agents, subcontractors or
independent contractors and the employees, agents or representatives of subcontractors or independent contractors, that have electronic or physical access to
work or Company site has been completed prior to assignment at Company. Such drug test shall be a five (5) Panel Drug Test, which should be recognizable at
testing labs as a "SamHSA5 panel at 50NG - THC cut-off'.
Certification of assigned worker compliance with the criminal background check and the drug test shall be submitted to Company as described in the Company
Criteria form.
For any assigned worker who has had a recent background check or drug test, then "recent" shall be defined as less than six (6) months prior to the assignment
date. Such recent background check or drug test shall be documented per the previous paragraph.
Supplier shall ensure Department of Transportation compliance, including but not limited to valid drivers license, equipment inspections, hours of service and all
appropriate documentation for any assigned worker who may drive while on assignm6nt to Company.
Supplier wanants that Supplier, its employees, agents, Subcontractors or independent contractors and the employees of Subcontractors or independent contractors
have met the Company's criteria or received assent from the Company and are in compliance with Supplier's substance abuse/drug and alcohol policy.
It is understood and agreed that Company may review Supplier's policies, background checks and related documentation upon request, subject to applicable
federal, state and/or local statutes or regulations. Company may also request that Supplier provide an ongoing and updated list of persons that have been denied
access to Company work or site.
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26. REQUIREIIENTS FOR ACCESS
Access to Company controlled areas is granted on an as-needed basis only in accordance with Company's intemal badge and access policies. Company shall
speciry in th6 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 remote access to Company's Cyber Assets. For all Personnel who require either such access, Contractor shall: a) Ensure that Personnel complete
Company provided or approved training prior to requesting access; b) Notify the company in a timely manner of termination or change in status removing the need
for access. ln the case of Sensitive Personnel and/or involuntary termination, notmcation must be immediate. ln 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 (801) 22tL.5555. Contractor shall not allow any percon
who has not met the foregoing requirements of this subsection 3 to perform Work, unless Contractor has received prior written consent from Company.
27. BUSINESS ETHICS.
Supplier, its employees, agents, representatives and Subcontractors shall at all times maintrain the highest ethical standards and avoid conflicts of interest in the
conduct of work for the Company.
28. INDEPENDENT CONTRACTOR.
Supplier is acting as an independent contractor, and the manner and means of conducting the work which is a part of the ltems will be under Supplier's sole conbol
subject to compliance with all of the terms of the Contract and to the continuing right of inspection by Company's representatives. Supplier shall fully comply with all
applicable employer and liability laws and Worker's Compensation acts of each state or political subdivision in which the ltems are to be constructed or located.
29. NOil-WAIVER. The failure of Company to insist upon strict performance of any of the provision of the Contract or to exercise any rights or remedies provided
thereunder, or Company's delay in the exercise of any such rights or remedies, shall not release Supplier from any of its responsibilities or obligations imposed by
law or by this Purchase Order and shall not be deemed a waiver of any right of Company to insist upon strict performance of this Contract.
30. ASSIGNMENT.
Supplier may not assign the Contracl or any right thereunder without the prior written consent of Company and any assignment without such consent shall be void
Company may assign the Contract to any of its parent, divisions, affiliates, or subsidiary companies that agree to be bound by the terms and conditions, and
applicable appendices or exhibits set forth herein.
3I. ENTIRE AGREEMENT.
The Contract sets forth the entire agreement between Supplier and Company on the subjects covered herein. No terms, conditions, understanding or agreement
purporting to modiff or vary the terms of the Contract shall be binding unless made in writing and acknowledged by Supplier and Company. Any terms and
conditions any other purchase order, release order, acknowledgment, invoice or other form issued by Supplier which conflicts in any way with the terms and
conditions of this Contract are superseded by this Contract.
32. SEVERABILIW.
ln the event that any words, phrase, clause, sentence or other provision of the Contract shall violate any applicable statute, ordinance or rule of law in any
jurisdiction in which it is used, such provision shall be ineffective to the extent of such violation without invalidating any other provision of the Contract.
33. GOVERNING I.AW.
Except where Company's job site is located in a state other than the State where the goods are received and its laws with respect to mechanics liens, workers'
compensation and other employer-employee relations matters and/or local taxation otherwise require, the Contract and all the performance thereunder shall be
govemed by and construed in accordance with the laws of the State where the goods are received. The parties agree that the United Nations Convention on
Contracts for the lntemational sale of goods shall not apply to this Contract. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THIS PARAGRAPH WILL SURVIVE THE
EXPIRATION OR TERMINATION OF THIS CONTRACT.
34. FORUM.
The local, state and federal courts having jurisdiction over the location where the ltems are to be used by Company shall have exclusive jurisdiction over all litigation
related to the Contract.
35. ALLOCATION.
ln the event of a partial failure of Supplier's sources of supply, Supplier will first meet all of Company's requirements hereunder prior to any allocation among other
customers.
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36.,CYBER SECURITY
36.1. SCOPE OF T}IIS ARTICLE
This Article applies to Contractor and its Personnel and Subcontractors that provide hardware, software, or services to the Company that may impact the
confidentiality,integrity,or availability of the Company's networks, systems, softivare, Data, or Confidential lnformation for the term of the Contract.
36.2. CYBERSECURTTYCONTROLS
a. Contractor shall have and maintain security controls to protect the Company's networks, systems, software, Confidential lnfonnation, and Data that are no
less rigorous than the latest published version of ISO/IEC 27001 - lnformation Security Management Systems-Requirements, and ISO/IEC 27002 - Code of
Practice for lntemational Security Management.
b. Contractor agrees to disclose to the Company known security vulnerabilities in hardware, softivare, and services provided under the Contract in a timely
manner.
c. Contractor wanants that the hardware, sofrivare, and patches provided under the Contract, will not contain malicious code or any unwanted or unexpected
features.Contractor agrees to provide a method to veriff the integrity and authenticity of all soflware and patches provided by the Contractor.
d. Contractor shall follow all applicable Company requirements for Contractor-initiated interactive remote access and system-to-system remote access with
Contractor. To the extent Contractor's Personnel will have interactiveremote acoess to Company's networks, systems or applications,Contractor'Personnel
will use multi-factor authenlication provided by lhe 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 ac@ss, Contractor shall report such termination or
change instiatus to the Company's Service Desk by telephone and email as soon as practicable and no later than close of the same business day. ln the
case of Sensitive Personnel and/or involuntiary termination, notification must be immediate. ln all other cases, notification must be within one business day.
e. Contractor shall ensure that email from the Contractor and any services provided under the Contract:
(i) Originates from a domain or domains with a published Domain-based Message Authentication, Reporting and Conformance ('OMARC") policy of
"rejec{"and with a published Sender Policy Framework policy consisting of valid senders and a Tail' directive (-all). lf the optional DMARC
'pct' directive is used 'pct' must be set to '1 00';
(ii) Passes a DMARC authentication check;
(iii) Utilizes a DomainKeys ldentified Mail (DKIM) 2048 bil key; and,
(iv) Supports Transport Layer Security (TLS).
36,3, OVERSIGHT OF COMPLIANCE
lf the contract includes hosted or cloud services, Contractor shall provide annually to th6 Company a Statement on Standards for Attestation Engagements (SSAE)
Service Organization Control (SOC) 2 Type ll audit covering the scope of the contract and pertaining directly to the Contractor.
lf the contract does not include hosted or cloud services, Contractor shall either:
a. Annually provide a copy of ISO 27001 certification covering the scope of the contract and pertaining directly to the Contractor; 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 Contractor. Audit results and Contraclor's plan to conect any negative findings must also be made available to the Company; or,
c. Allow Company to conduct an assessment, audit, examination, or review of Contractor's security controls to confirm Contracto/s adherence to the terms of
this Article, as well as any applicable laws, regulations, and industry standards, not more than once per year or upon notification of any Security lncident or
complaint regarding Contractor's privacy and security practices. Company may elect to obtain the services of a mutually-agreeable third partyto conductthis
assessment, audit, examination, or review on behalf of Company. Company shallgive Contractor no less than thirty (30) calendar days' notice of its intent to
conduct such assessment, audit, examination, or review. As part of this assessment, audit, examination, or review, Company may review all controls in
Contractods physical and/or technical environment in relation to all Confidential lnformation being handled and/or hardware, software, or services being
provided pursuant to this Contract. Contractor shall fully cooperate with such assessment by providing access to knowledgeable personnel, physical
premises, documentation, infrastructure, application software, and systems relevant to the provision of hardware, sofiware, or services under the Contract.
36.4, SECURITY BREACH PROCEDURES; EQUITABLE RELIEF
ln the event of a Contractor, or subcontractor Security lncident affecting the Company, the Company's networks, systems, software, Data, or the Company's
Confidential lnformation,
a. Contractor shall:
(i) Notify the Company of the Security lncident as soon as practicable, but no later than 48 hours after Contractor becomes aware of it, to
51 5-281 -2967 and [e-mail]; and
(ii) Provide the Company with the name, phone number, and email for the Contractor Personnel who shall serve as Contraclor's primary security
contact and shall be available to assist the Company with Security lncident management, response, and recovery associated with the Security
lncident.
b. lmmediately following Contractor's notification to the Company of a Security lncident, the Parties shall coordinate with each other to investigate such
Secudty lncident. Contractor agrees to coordinate with Company in Company's handling of the matter, including: (i) assisting with any investigation and (ii)
making available all relevant records and other materials required to comply with applicable law, regulation, industry s landards, or othenrise reasonably
required by Company
c. Contractor shall use best efforts to immediately remedy any Security lncident and prevent any further or recunent Security lncident at Contractor's expense
in accordance with applicable privacy laws,regulations and standards. Contractor shall reimburse Company for actual reasonable costs incuned by
Company in responding to,and mitigating damages caused by,any Security lncident, including all costs of notice and/or remediation pursuant to
this section.
d. Contractor shall fully cooperate at its own expense with Company in any litigation or other formal action deemed reasonably neoessary by Company to
protect its rights relating to the use, disclosure, protection, and maintenance of its Confidential lnformation and Data.
e. Contractor acknowledges that any breach of Contractor's obligations set forth in this Article may cause Company substantial irreparable harm for which
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36.5
a.
b.
OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE
ln addition to any other obligations that arise on lermination 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 serviccs to be provided under this Contract, or at any time upon Company's request,
regardless of the circumstance:
(i) lf Contractor has access to Company facilities or systems, Contractor shall immediately surrender to Company all access cards, security passes,
passwords and other such devices granting ac@ss to any Work Site or to Company networks or computer systems;
(ii) lf Contractor has Company Oata, Contractor shall return any Company Data that is in its care, custody or control to Company in the format
requested by Company and Contractor shall, within 14 days of receiving Company's written confirmation that it can read the Data provided by
Contractor, (1) permanenUy delete any copies of the Data in Contractor's care, custody or control, and (2) send Company written confirmation that
data has been deleted; and
(iii) lf Contractor has Company hardware or removable media, Contractor will relum to Company all hardware and removable media provided by
Company that contains Company Data. Company Data in such retumed hadware 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 otheMise directed by Company. lf the hardware
or removable media containing Company Data is owned by Contractor or a third-party, a written statement detailing the destruction
method used and the data sets involved, the date of destruction and the entity or individual who performed the destruction will be sent to a
designated Company security representrative within fifteen (15) calendar days after completion of the delivery of the products and services to be
provided under this Contract, or at any time upon Company's request. Contracto/s destruction or erasure of Company Data pursuant to this Article
must be in compliance with NIST or ISO Strandards.
Prior to the expected expiration or termination of a Contract Document by either Party for any reason, or prior to the expected expiration or termination of
this Contract for any reason, including the default of the terms of a Contract Document or a default under this Contract, Contractor agrees to provide
Company with the reasonable as sistiance services requested by Company. These services will include, at a minimum, converting data, providing parallel
services until Company has transitioned to a new system, providing on-site technical support, cooperating with Company or its designated vendor in
developing required interfaces, and such other assistance services as shall be necessary or appropriate to facilitate, without material or extended
interruption to the Services, the orderly transition of the Services to Company or its new provider of services. The Parties agree that assistance seruices
may extend beyond the Term as reasonably required by Company.
36.6 PROHIBITEDVENDORS
Contractor 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 identmed by Company or by the U.S. Govemment and/or regulatory authorities as a security threat (collectively, the 'Prohibited
Vendors"), including without limitation the companies identified by Company in Exhibit G and by the U.S. Department of Commerce (which are cunently posted on
the intemet at https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-ear and as published in 15 CFR, Subchapter C, pail744,
Supplement No. 4). Contractor is responsible for being familiar with the Prohibited Vendors, including additional Prohibited Vendors that Company may identifo by
Notice to Contractor and that the U.S. Govemment may identify from time to time during the term of this Contract. lf Contractor fails to abide by the requirements of
this Section, Gompany will provide Contractor wilh Notice and a 30 day opportunity to cure. Continued failure to abide by this requirement will be considered a
material breach of this Contract.
37. APPLICATION FOR SERVICES.
These standard terms and conditions shall apply to the provision of all goods and the performance of all services included in or contemplated by this
Purchase Order. However, in the event that any term or condition of this Purchase Order cannot reasonably be applied to the performance of any service included
in or contemplated by this Purchase Order, such term or condition shall be deemed inapplicable thereto.