20120409Notice of Affiliate Transaction.pdf

Mark C. Moench
Senior Vice President and General
Counsel
201 S. Main Street, Suite 2400
MOUNTAIN Salt Lake CZ(y, UT 84111
POMR 801-220-4459 Office
801-220-4058 Fax
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April 9, 2012
VIA OVERNIGHTDELIVERY
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983 w rn
Attention Jean D Jewell
Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitment I 17(2), incorporated in the
Idaho Public Utilities Commission Order No. 29973 issued February 13, 2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company ("MEHC"), of an affiliate
interest transaction. Filed concurrently as Attachment A is a the License for Electric Supply
Line Across or Along Railway Property ("License") between PacifiCorp, and BNSF Railway
Company ("BNSF"), Contract No. 12-3002.
PacifiCorp is a wholly-owned indirect subsidiary of MidAmerican Energy Holdings
Company ("MEHC"). MEHC is a subsidiary of Berkshire Hathaway, Inc. BNSF is also a
subsidiary of Berkshire Hathaway, Inc. Therefore, Berkshire Hathaway, Inc.'s ownership interest
in MEHC and BNSF may create an affiliated interest in some PacifiCorp jurisdictions.
The License allows the Company to maintain and use facilities for electric service across
and along certain BNSF property at or near BNSF's station of Yakima in Yakima County,
Washington. These facilities are already in place and are subject to an expired license agreement
with a different railroad company that no longer owns or operates the section of railroad being
crossed by PaciflCorp facilities. PacifiCorp desires for the facilities to remain in place and is
working with BNSF as the current owner of the affected railroad segment. The term of the
license will be 25 years. Without the License, the Company's ability to provide adequate, safe
and reliable service to its customers would be diminished.
The Company will pay a $3,000 fee to BNSF for the License. BNSF offers two types of
licenses for use of BNSF railroad property. The first type allows for the crossing of BNSF
railroad tracks. BNSF charges a set fee for this type of license. The second type allows for the
use of BNSF property running alongside railroad tracks. BNSF uses a standard formula for
calculating the fee for this type of license. Because the License covers Company facilities that
cross the tracks, the set formula applies. This is BNSF's standard practice for developing the fee
Idaho Public Utility Commission
April 9, 2012
Page 2
for all licenses of this type. Additionally, the Company will pay a total of $600.00 as a
processing fee for the License application. These are the standard rates and fees BNSF charges
for applications of this type.
Obtaining the License is in the public interest because it allows the Company to maintain
and use existing facilities necessary to provide electric service and to meet its obligation to
provide safe and reliable electric service. Not having the License would require the Company to
redesign or relocate its facilities, adding considerable expense to the cost of providing electric
service. As the property owner, BNSF is the only entity that can provide this License to the
Company.
Please do not hesitate to contact me if you have any questions.
Best Regards,
Mark C. Moench
Senior Vice President and
General Counsel
Rocky Mountain Power
Enclosures
AFFILIATED INTEREST FILING
LICENSE FOR ELECTRIC SUPPLY LINE ACROSS OR ALONG RAILWAY
PROPERTY
Radroad Property Management
IRON HORSEREAL Es TATE ill Unversfty ParkwaSwte 200 'YakmaWA 98901
& PROPERTY MANAGEMENT B(50966.S96 F5O9]45-9349
1hdHccom
March 13, 2012
PacifiCorp
EiIene Gehrke
825 NE Multnomah St. Suite 1700
Portland, OR 97232
Re: Wireline License #1 2-3001-
Yakima Station
Dear Ei}erie:
Enclosed you will find duplicate copies of the above referenced license agreement for your
review and signature Please sign and return all copies with original signature to our office
along with a check in the amount of $3,000.00 to cover the one time license fee. Please
make the check payable to Iron Horse Development, LLC.
Additionally, please include a certificate of insurance evidencing the coverage as stated in
Section 23 of the agreement.
The enclosed agreements are not binding and shall become binding only when, and if
executed by you and fully approved and executed by the BNSF Railway Company. Upon
completion and execution a fully executed copy of the agreement will be returned to you for
your records.
Thank you in advance for your cooperation. Should you need additional assistance, please
contact me at the above referenced number.
Sincerely,
on Rath, Real Estate Manager/Designated Broker
Railroad Property Management
Enclosures
Law Department Approved BF#
Tracking# 12-3002
LICENSE FOR ELECTRIC SUPPLY LINE
ACROSS OR ALONG RAILWAY PROPERTY
(Electric Light, Power Supply, Irrespective of Voltage, Overhead or Underground)
THIS LICENSE ("License"), made as of the day of ________, 2012 ("Effective
Date") by and between BNSF RAILWAY COMPANY, a Delaware corporation ("Licensor") and
PACIFICORP, an Oregon corporation ("Licensee").
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree to the following:
1.Licensor hereby grants Licensee a non-exclusive license, subject to all rights, interests,
and estates of third parties including, without limitation, any leases, use rights,
easements, liens or other encumbrances, and upon the terms and conditions set forth
below, to construct, maintain, and use in strict accordance with the drawings and
specifications approved by Licensor as part of Licensee's application process ("the
Drawings and Specifications") an electric supply line containing a maximum of 10
conductors, together with its supporting or containing structures ("Electric Supply Line")
across or along the premises of Licensor at or near the station of Yakima, County of
Yakima, State of Washington, Line Segment 0048, Mile Post 88.75, shown by bold line
upon the print No. 1-53870, dated 2/0812012 marked "Exhibit A", attached hereto and
made a part hereof ("Premises").
2.Licensee shall not disturb any improvements of Licensor or Licensor's existing lessees,
Licensees, easement beneficiaries or lien holders, if any, or interfere with the use of such
improvements.
3.Licensee shall use the Premises solely for construction, maintenance, and use of an
Electric Supply Line in accordance with the Drawings and Specifications. Licensee shall
not use the Premises for any other purpose. Licensee shall not use or store hazardous
substances, as defined by the Comprehensive Environmental Response, Compensation,
and Liability Act, as amended ("CERCLA") or petroleum or oil as defined by applicable
Environmental Laws on the Premises.
4.In case of the eviction of Licensee by anyone owning or claiming title to or any interest
in the Premises, Licensor shall not be liable to refund Licensee any compensation paid
hereunder or for any damage Licensee sustains in connection therewith.
5.Any contractors or subcontractors performing work on the Electric Supply Line or
entering the Premises on behalf of Licensee, shall be deemed servants and agents of
Licensee for purposes of this License.
TERM
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6. This License shall commence on the Effective Date and shall continue for a period of
twenty-five (25) years, subject to prior termination as hereinafter described.
COMPENSATION
7. (a) Licensee shall pay Licensor, prior to the Effective Date, the sum of Three
Thousand Dollars and No/100 Dollars ($3,000.00) as compensation for the use of
the Premises.
(b)Licensee agrees to reimburse Licensor (within thirty (30) days after receipt of
bills therefor) for all costs and expenses incurred by Licensor in connection with
Licensee's use of the Premises or the presence, construction, maintenance, and use
of the Electric Supply Line, including but not limited to the furnishing of
Licensor's Flagman and any vehicle rental costs incurred. The cost of flagger
services provided by the Railway, when deemed necessary by the Railway's
representative, will be borne by the Licensee. The estimated cost for one (1)
flagger is $800.00 for an eight (8) hour basic day with time and one-half or double
time for overtime, rest days and holidays. The estimated cost for each flagger
includes vacation allowance, paid holidays, Railway and unemployment
insurance, public liability and property damage insurance, health and welfare
benefits, transportation, meals, lodging and supervision. Negotiations for
Railway labor or collective bargaining agreements and rate changes authorized by
appropriate Federal authorities may increase actual or estimated flagging rates.
The flagging rate in effect at the time of performance by the Contractor hereunder
will be used to calculate the actual costs of flagging pursuant to this paragraph.
(c)All invoices are due thirty (30) days after the date of invoice. In the event that
Licensee shall fail to pay any monies due to Licensor within thirty (30) days after
the invoice date, then Licensee shall pay interest on such unpaid sum from thirty
(30) days after its invoice date to the date of payment, by Licensee at an annual
rate equal to (i) the greater of (a) for the period January 1 through June 30, the
prime rate last published in The Wall Street Journal in the preceding December
plus two and one-half percent (2 1/2%), and for the period July 1 through
December 31, the prime rate last published in The Wall Street Journal in the
preceding June plus two and one-half percent (2 1/2%), or (b) twelve percent
(12%), or (ii) the maximum rate permitted by law, whichever is less.
COMPLIANCE WITH LAWS
8. (a) Licensee shall observe and comply with any and all laws, statutes, regulations,
ordinances, orders, covenants, restrictions, or decisions of any court of competent
jurisdiction ("Legal Requirements") relating to the construction, maintenance and
use of the Electric Supply Line and the use of the Premises.
(b) Prior to entering the Premises, Licensee shall and shall cause its contractor to
comply with all Licensor's applicable safety rules and regulations. Prior to
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commencing any work on the Premises, Licensee shall complete and shall require
its contractor to complete the safety-training program at the following Internet
Website "http:I/contractororientation.com". This training must be completed no
more than one year in advance of Licensee's entry on the Premises.
DEFINITION OF COST AND EXPENSE

9. For the purpose of this License, "cost' or "costs" "expense" or "expenses" includes, but is
not limited to, actual labor and material costs including all assignable additives, and
material and supply costs at current value where used.
RIGHT OF LICENSOR TO USE

10. Licensor excepts and reserves the right, to be exercised by Licensor and any other parties
who may obtain written permission or authority from Licensor:
(a)to maintain, renew, use, operate, change, modify and relocate any existing pipe,
power, communication lines and appurtenances and other facilities or structures
of like character upon, over, under or across the Premises;
(b)to construct, maintain, renew, use, operate, change, modify and relocate any
tracks or additional facilities or structures upon, over, under or across the
Premises; or
(c)to use the Premises in any manner as the Licensor in its sole discretion deems
appropriate, provided Licensor uses all commercially reasonable efforts to avoid
material interference with the use of the Premises by Licensee for the purpose
specified in Section 3 above.
LICENSEE'S OPERATIONS

11. (a) Licensee shall notify Licensor's Roadmaster, Andy Vulgas at 602 West 3rd Street,
Ellensburg, WA 98926, telephone [phone], at least five (5) business days
prior to construction of the Electric Supply Line and prior to entering the
Premises for any subsequent maintenance thereon.
(b) In performing the work described in Section 3, Licensee shall use only public
roadways to cross from one side of Licensor's tracks to the other,

12. (a) Licensee shall, at its sole cost and expense, construct and at all times maintain the
Electric Supply Line in accordance with the National Electric Code.
(b) If the operation or maintenance of said Electric Supply Line shall at any time
cause interference, including but not limited to physical interference from
electromagnetic induction, electrostatic induction, or from stray or other currents,
with the facilities of the Licensor or of any lessee or Licensee of the Licensor, or
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in any manner interfere with the operation, maintenance, or use by the Licensor of
its right-of-way, tracks, structures, pole lines, signal and communication lines,
radio, or other equipment, devices, other property or appurtenances thereto,
Licensee agrees immediately to make such changes in its Electric Supply Line
and furnish such protective devices and/or replacement equipment to Licensor and
its lessees or Licensees as shall be necessary, in the judgement of the Licensor's
representative, to eliminate such interference. The cost of such protective devices
and their installations shall be borne solely by Licensee. If any of the interference
covered by this paragraph shall be, in the judgement of the Licensor, of such
importance to the safety of the Licensor's operations as to require immediate
corrective action, Licensee, upon notice from the Licensor, shall either, at the
Licensor's election, cease using said Electric Supply Line for any purpose
whatsoever and remove same, or reduce the voltage or load on said Electric
Supply Line, or take such other interim protective measures as the Licensor may
deem advisable, until the protective devices and/or replacement equipment
required by this paragraph have been installed, put in operation, tested, and found
to be satisfactory to correct the interference.
13. (a) Under no conditions shall Licensee be permitted to conduct any tests,
investigations or any other activity using mechanized equipment and/or
machinery, or place or store any mechanized equipment, tools or other materials,
within twenty-five (25) feet of the centerline of any railroad track on the Premises
unless Licensee has obtained prior written approval from Licensor. Licensee
shall, at its sole cost and expense, perform all activities on and about the Premises
in such a manner as not at any time to be a source of danger to or interference
with the existence or use of present or future tracks, roadbed or property of
Licensor, or the safe operation and activities of Licensor. If ordered to cease
using the Premises at any time by Licensor's personnel due to any hazardous
condition, Licensee shall immediately do so. Notwithstanding the foregoing right
of Licensor, the parties agree that Licensor has no duty or obligation to monitor
Licensees use of the Premises to determine the safe nature thereof, it being solely
Licensee's responsibility to ensure that Licensee's use of the Premises is safe.
Neither the exercise nor the failure by Licensor to exercise any rights granted in
this Section will alter the liability allocation provided by this License.
(b) Licensee shall, at its sole cost and expense, and subject to the supervision of
Licensor's Roadmaster, locate, construct and maintain the Electric Supply Line in
such a manner and of such material that it will not at any time be a source of
danger to or interference with the existence or use of present or future tracks,
roadbed or property of Licensor, or the safe operation and activities of its railroad.
Further, the Electric Supply Line shall be constructed, installed and maintained in
conformity with the plans and specifications shown on the print attached hereto as
Exhibit A and made a part hereof (which, if present, are to be deemed part of the
Drawings and Specifications). Licensor may direct one of its field engineers to
observe or inspect the construction and/or maintenance of the Electric Supply
Line at any time for compliance with the Drawings and Specifications. If ordered
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at any time to halt construction or maintenance of the Electric Supply Line by
Licensor's personnel due to non-compliance with the same or any other hazardous
condition, Licensee shall immediately do so. Notwithstanding the foregoing right
of Licensor, the parties agree that Licensor has no duty or obligation to observe or
inspect, or to halt work on, the Electric Supply Line, it being solely Licensee's
responsibility to ensure that the Electric Supply Line is constructed in strict
accordance with the Drawings and Specifications and in a safe and workmanlike
manner in compliance with all terms hereof. Neither the exercise nor the failure
by Licensor to exercise any right granted by this Section will alter in any way the
liability allocation provided by this License. If at any time Licensee shall, in the
sole judgment of Licensor, fail to properly perform its obligations under this
Section, Licensor may, at its option and at Licensee's sole expense, arrange for
the performance of such work as it deems necessary for the safety of its
operations and activities. Licensee shall promptly reimburse Licensor for all costs
and expenses of such work, upon receipt of an invoice for the same. Licensor's
failure to perform any obligations of Licensee shall not alter the liability
allocation hereunder.
14. Licensee shall, at its sole cost and expense, remove all combustible material from around
wooden poles and will at all times keep the space around such poles free of such material,
and if removal of such combustible material shall not be attended to with fifteen (15)
days after having been requested by Licensor to do so, Licensor shall have the right itself
to perform the work and Licensee hereby agrees to reimburse Licensor for the expense so
incurred.
15.During the construction and any subsequent maintenance performed on Electric Supply
Line, Licensee shall perform such work in a manner to preclude damage to the property
of Licensor, and preclude interference with the operation of its railroad. The construction
of the Electric Supply Line shall be completed within one (1) year of the Effective Date.
Upon completion of the construction of the Electric Supply Line and after performing
any subsequent maintenance thereon, Licensee shall, at Licensee's own cost and expense,
restore Licensor's premises to their former state as of the Effective Date of this License.
16.If at any time during the term of this License, Licensor shall desire the use of its rail
corridor in such a manner as would, in Licensor's reasonable opinion, be interfered with
by the Electric Supply Line, Licensee shall, at its sole expense, within thirty (30) days
after, receiving written notice from Licensor to such effect, make such changes in the
Electric Supply Line as in the sole discretion of Licensor may be necessary to avoid
interference with the proposed use of Licensor's rail corridor, including, without
limitation, the relocation of the existing or the construction of new a Electric Supply
Line.
17.(a) Prior to Licensee conducting any boring work on or about any portion of the
Premises, Licensee shall explore the proposed location for such work with hand
tools to a depth of at least three (3) feet below the surface of the ground to
determine whether pipelines or other structures exist below the surface, provided,
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however, that in lieu of the foregoing, the Licensee shall have the right to use
suitable detection equipment or other generally accepted industry practice (e.g,
consulting with the Underground Services Association) to determine the existence
or location of pipelines and other subsurface structures prior to drilling or
excavating with mechanized equipment. Upon Licensee's written request, which
shall be made thirty (30) business days in advance of Licensee's requested
construction of the Electric Supply Line, Licensor will provide Licensee any
information that Licensor's Engineering Department has in its possession
concerning the existence and approximate location of Licensor's underground
utilities and pipelines at or near the vicinity of the proposed Electric Supply Line.
Prior to conducting any such boring work, the Licensee will review all such
material. Licensor does not warrant the accuracy of information relating to
subsurface conditions and Licensee's operations will be subject at all times to the
liability provisions herein.
(b) For all bores greater than 26-inch diameter and at a depth less than 10.0 feet
below bottom of rail, a soil investigation will need to be performed by the
Licensee and reviewed by Licensor prior to construction. This study is to
determine if granular material is present, and to prevent subsidence during the
installation process. If the investigation determines in Licensor's reasonable
opinion that granular material is present, Licensor may select a new location for
Licensee's use, or may require Licensee to furnish for Licensofs review and
approval, in its sole discretion a remedial plan to deal with the granular material.
Once Licensor has approved any such remedial plan in writing. Licensee shall, at
its sole cost and expense, carry out the approved plan in accordance with all terms
thereof and hereof.

18. Any open hole, boring or well constructed on the Premises by Licensee shall be safely
covered and secured at all times when Licensee is not working in the actual vicinity
thereof. Following completion of that portion of the work, all holes or borings
constructed on the Premises by Licensee shall be:
(a)filled in to surrounding ground level with compacted bentonite grout; or
(b)otherwise secured or retired in accordance with any applicable Legal
Requirement. All excavated materials shall not remain on Licensor's property for
more than ten (10) days and shall be properly disposed of by Licensee in
accordance with applicable Legal Requirements.

19. Upon termination of this License, Licensee shall, at its sole cost and expense:
(a)remove all of its equipment from the Premises;
(b)remove the Electric Supply Line at Licensor's sole discretion;
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(c)report and restore any damage to the Premises arising from, growing out of, or
connected with Licensee's use of the Premises;
(d)remedy any unsafe conditions on the Premises created or aggravated by Licensee;
and
(e)leave the Premises in the condition which existed as of the Effective Date of this
License.
20.Licensee's on-site supervision shall retain/maintain a fully-executed copy of this License
at all times while on the Premises.
primi'i
21.(a) TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE SHALL
RELEASE, INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR
AND LICENSOIVS AFFILIATED COMPANIES, PARTNERS, SUCCESSORS,
ASSIGNS, LEGAL REPRESENTATIVES, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS (COLLECTIVELY,
"INDEMNITEES") FOR, FROM AND AGAINST ANY AND ALL CLAIMS,
LIABILITIES, FINES, PENALTIES, COSTS, DAMAGES, LOSSES, LIENS,
CAUSES OF ACTION, SUITS, DEMANDS, JUDGMENTS AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, COURT COSTS, ATTORNEYS'
FEES AND COSTS OF INVESTIGATION, REMOVAL AND REMEDIATION
AND GOVERNMENTAL OVERSIGHT COSTS) ENVIRONMENTAL OR
OTHERWISE (COLLECTIVELY "LIABILITIES") OF ANY NATURE, KIND
OR DESCRIPTION OF ANY PERSON OR ENTITY DIRECTLY OR
INDIRECTLY ARISING OUT OF, RESULTING FROM OR RELATED TO (IN
WHOLE OR IN PART):
(i)THIS LICENSE, INCLUDING, WITHOUT LIMITATION, ITS
ENVIRONMENTAL PROVISIONS,
(ii)ANY RIGHTS OR INTERESTS GRANTED PURSUANT TO
THIS LICENSE,
(iii)LICENSEE'S OCCUPATION AND USE OF THE PREMISES,
(iv)THE ENVIRONMENTAL CONDITION AND STATUS OF THE
PREMISES CAUSED BY OR CONTRIBUTED BY LICENSEE, OR
(v)ANY ACT OR OMISSION OF LICENSEE OR LICENSEE'S
OFFICERS, AGENTS, INVITEES, EMPLOYEES, OR
CONTRACTORS, OR ANYONE DIRECTLY OR INDIRECTLY
EMPLOYED BY ANY OF THEM, OR ANYONE THEY CONTROL OR
EXERCISE CONTROL OVER,
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EVEN IF SUCH LIABILITIES ARISE FROM OR ARE ATTRIBUTED TO, IN
WHOLE OR IN PART, ANY NEGLIGENCE OF ANY INDEMNJTEE. THE
ONLY LIABILITIES WITH RESPECT TO WHICH LICENSEE'S
OBLIGATION TO INDEMNIFY THE INDEMNITEES DOES NOT APPLY
ARE LIABILITIES TO THE EXTENT PROXIMATELY CAUSED BY THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNITEE.
b) FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW,
NOTWITHSTANDING THE LIMITATION IN SECTION 21(a), LICENSEE
SHALL lAND SHALL CAUSE ITS CONTRACTOR TO] NOW AND
FOREVER WAIVE ANY AND ALL CLAIMS, REGARDLESS WHETHER
BASED ON THE STRICT LIABILITY, NEGLIGENCE OR OTHERWISE,
THAT RAILROAD IS AN "OWNER", "OPERATOR", "ARRANGER", OR
"TRANSPORTER" WITH RESPECT TO THE ELECTRIC SUPPLY LINE FOR
THE PURPOSES OF CERCLA OR OTHER ENVIRONMENTAL LAWS.
LICENSEE WILL INDEMNIFY, DEFEND AND HOLD THE INDEMNITEES
HARMLESS FROM ANY AND ALL SUCH CLAIMS REGARDLESS OF THE
NEGLIGENCE OF THE INDEMNITEES. LICENSEE FURTHER AGREES
THAT THE USE OF THE PREMISES AS CONTEMPLATED BY THIS
LICENSE SHALL NOT IN ANY WAY SUBJECT LICENSOR TO CLAIMS
THAT LICENSOR IS OTHER THAN A COMMON CARRIER FOR
PURPOSES OF ENVIRONMENTAL LAWS AND EXPRESSLY AGREES TO
INDEMNIFY, DEFEND, AND HOLD THE INDEMNITEES HARMLESS FOR
ANY AND ALL SUCH CLAIMS. IN NO EVENT SHALL LICENSOR BE
RESPONSIBLE FOR THE ENVIRONMENTAL CONDITION OF THE
PREMISES.
(c) TO THE FULLEST EXTENT PERMITTED BY LAW, LICENSEE FURTHER
AGREES, REGARDLESS OF ANY NEGLIGENCE OR ALLEGED
NEGLIGENCE OF ANY INDEMNITEE, TO INDEMNIFY, AND HOLD
HARMLESS THE INDEMNITEES AGAINST AND ASSUME THE DEFENSE
OF ANY LIABILITIES ASSERTED AGAINST OR SUFFERED BY ANY
INDEMNITEE UNDER OR RELATED TO THE FEDERAL EMPLOYERS'
LIABILITY ACT ("FELA") WHENEVER EMPLOYEES OF LICENSEE OR
ANY OF ITS AGENTS, INVITEES, OR CONTRACTORS CLAIM OR
ALLEGE THAT THEY ARE EMPLOYEES OF ANY INDEMNITEE OR
OTHERWISE. THIS INDEMNITY SHALL ALSO EXTEND, ON THE SAME
BASIS, TO FELA CLAIMS BASED ON ACTUAL OR ALLEGED
VIOLATIONS OF ANY FEDERAL, STATE OR LOCAL LAWS OR
REGULATIONS, INCLUDING BUT NOT LIMITED TO THE SAFETY
APPLIANCE ACT, THE BOILER INSPECTION ACT, THE OCCUPATIONAL
HEALTH AND SAFETY ACT, THE RESOURCE CONSERVATION AND
RECOVERY ACT, AND ANY SIMILAR STATE OR FEDERAL STATUTE.
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(d) Upon written notice from Licenser, Licensee agrees to assume the defense of any
lawsuit or other proceeding brought against any Indemnitee by any entity, relating
to any matter covered by this License for which Licensee has an obligation to
assume liability for and/or save and hold harmless any Indemnitee. Licensee shall
pay all costs incident to such defense, including, but not limited to, attorneys' fees,
investigators' fees, litigation and appeal expenses, settlement payments, and
amounts paid in satisfaction ofjudgments.
PERSONAL PROPERTY WAIVER
22.ALL PERSONAL PROPERTY OF LICENSEE, INCLUDING, BUT NOT LIMITED
TO, FIXTURES, EQUIPMENT, OR RELATED MATERIALS UPON THE PREMISES
WILL BE AT THE RISK OF LICENSEE ONLY, AND NO INBEMNITEE WILL BE
LIABLE FOR ANY DAMAGE THERETO OR THEFT THEREOF, WHETHER OR
NOT DUE IN WHOLE OR IN PART TO THE NEGLIGENCE OF ANY
INDEMNITEE.
INSURANCE
23.Licensee shall, at its sole cost and expense, procure and maintain during the life of this
Agreement the following insurance coverage:
A. Commercial General Liability Insurance. This insurance shall contain broad form
contractual liability with a combined single limit of a minimum of $2,000,000
each occurrence and an aggregate limit of at least $ 4,000,000. Coverage must be
purchased on a post 1998 ISO occurrence or equivalent and include coverage for,
but not limited to, the following:
• Bodily Injury and Property Damage
• Personal Injury and Advertising Injury
• Fire legal liability
• Products and completed operations
This policy shall also contain the following endorsements, which shall be indicated on the
certificate of insurance:
• It is agreed that any workers' compensation exclusion does not apply to
Licenser's payments related to the Federal Employers Liability Act or a
Licensor Wage Continuation Program or similar programs and any payments
made are deemed not to be either payments made or obligations assumed
under any Workers Compensation, disability benefits, or unemployment
compensation law or similar law.
• The definition of insured contract shall be amended to remove any exclusion
or other limitation for any work being done within 50 feet of railroad property.
+ Any exclusions related to the explosion, collapse and underground hazards
shall be removed.
No other endorsements limiting coverage may be included on the policy.
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B.Business Automobile Insurance. This insurance shall contain a combined single
limit of at least $1,000,000 per occurrence, and include coverage for, but not
limited to the following:
• Bodily injury and property damage
• Any and all vehicles owned, used or hired
C.Workers Compensation and Employers Liability Insurance. This insurance shall
include coverage for, but not limited to:
• Licensee's statutory liability under the worker's compensation laws of the
state(s) in which the work is to be performed. If optional under State law, the
insurance must cover all employees anyway.
• Employers' Liability (Part B) with limits of at least $500,000 each accident,
$500,000 by disease policy limit, $500,000 by disease each employee.
D.Railroad Protective Liability Insurance. This insurance shall name only the
Licensor as the Insured with coverage of at least $2,000,000 per occurrence and
$6,000,000 in the aggregate. The coverage obtained under this policy shall only
be effective during the initial installation and/or construction of the Electric
Supply Line. THE CONSTRUCTION OF THE ELECTRIC SUPPLY LINE
SHALL BE COMPLETED WITHIN ONE (1) YEAR OF THE EFFECTIVE
DATE. If further maintenance of the Electric Supply Line is needed at a later
date, an additional Railroad Protective Liability Insurance Policy shall be
required. The policy shall be issued on a standard ISO form CG 00 35 10 93 and
include the following:
• Endorsed to include the Pollution Exclusion Amendment (ISO form CG 28 31
1093)
• Endorsed to include the Limited Seepage and Pollution Endorsement.
• Endorsed to include Evacuation Expense Coverage Endorsement.
• No other endorsements restricting coverage may be added.
• The original policy must be provided to the Licensor prior to performing any
work or services under this Agreement
In lieu of providing a Railroad Protective Liability Policy, Licensee may participate in
Licensor's Blanket Railroad Protective Liability Insurance Policy available to Licensee or
its contractor. The limits of coverage are the same as above. The cost is $_________
o I elect to participate in Licensor's Blanket Policy;
I elect not to participate in Licensor's Blanket Policy.
Other Requirements:
Where allowable by law, all policies (applying to coverage listed above) shall contain no
exclusion for punitive damages and certificates of insurance shall reflect that no
exclusion exists.
Form 421; Rev. 04/26105
10
Law Department Approved BF#____________
Tracking# 12-3002
Licensee agrees to waive its right of recovery against Licensor for all claims and suits
against Licensor. In addition, its insurers, through policy endorsement, waive their right
of subrogation against Licensor for all claims and suits. The certificate of insurance must
reflect waiver of subrogation endorsement. Licensee further waives its right of recovery,
and its insurers also waive their right of subrogation against Licensor for loss of its
owned or leased property or property under its care, custody or control.
Licensee's insurance policies through policy endorsement must include wording which
states that the policy shall be primary and non-contributing with respect to any insurance
carried by Licensor. The certificate of insurance must reflect that the above wording is
included in evidenced policies.
All policy(ies) required above (excluding Workers Compensation and if applicable,
Railroad Protective) shall include a severability of interest endorsement and shall name
Licensor and Iron Horse Development, LLC as an additional insured with respect to work
performed under this agreement. Severability of interest and naming Licensor and Iron
Horse Development, LLC as additional insureds shall be indicated on the certificate of
insurance.
Licensee is not allowed to self-insure without the prior written consent of Licensor. If
granted by Licensor, any deductible, self-insured retention or other financial
responsibility for claims shall be covered directly by Licensee in lieu of insurance. Any
and all Licensor liabilities that would otherwise, in accordance with the provisions of this
Agreement, be covered by Licensee's insurance will be covered as if Licensee elected not
to include a deductible, self-insured retention, or other financial responsibility for claims.
Prior to commencing the Work, Licensee shall furnish to Licensor an acceptable
certificate(s) of insurance including an original signature of the authorized representative
evidencing the required coverage, endorsements, and amendments and referencing the
contract audit/folder number if available. The policy(ies) shall contain a provision that
obligates the insurance company(ies) issuing such policy(ies) to notify Licensor in
writing at least 30 days prior to any cancellation, non-renewal, substitution or material
alteration. This cancellation provision shall be indicated on the certificate of insurance.
Upon request from Licensor, a certified duplicate original of any required policy shall be
furnished.
Any insurance policy shall be written by a reputable insurance company acceptable to
Licensor or with a current Best's Guide Rating of A- and Class VII or better, and
authorized to do business in the state(s) in which the service is to be provided.
Licensee WARRANTS that this License has been thoroughly reviewed by Licensee's
insurance agent(s)/broker(s), who have been instructed by Licensee to procure the
insurance coverage required by this Agreement. Allocated Loss Expense shall be in
addition to all policy limits for coverages referenced above.
Form 421; Rev. 04126105
Il
Law Department Approved BF#
Tracking# 12-3002
Not more frequently than once every five years, Licensor may reasonably modify the
required insurance coverage to reflect then-current risk management practices in the
railroad industry and underwriting practices in the insurance industry.
If any portion of the operation is to be subcontracted by Licensee, Licensee shall require
that the subcontractor shall provide and maintain insurance coverages as set forth herein,
naming Licensor as an additional insured, and shall require that the subcontractor shall
release, defend and indemnify Licensor to the same extent and under the same terms and
conditions as Licensee is required to release, defend and indemnify Licensor herein.
Failure to provide evidence as required by this section shall entitle, but not require,
Licensor to terminate this License immediately. Acceptance of a certificate that does not
comply with this section shall not operate as a waiver of Licensee's obligations
hereunder.
The fact that insurance (including, without limitation, self-insurance) is obtained by
Licensee shall not be deemed to release or diminish the liability of Licensee including,
without limitation, liability under the indemnity provisions of this License. Damages
recoverable by Licensor shall not be limited by the amount of the required insurance
coverage.
For purposes of this section, Licensor shall mean "Burlington Northern Santa Fe
Corporation", "BNSF Railway Company" and the subsidiaries, successors, assigns and
affiliates of each.
ENVIRONMENTAL
24. (a) Licensee shall strictly comply with all federal, state and local environmental laws
and regulations in its use of the Premises, including, but not limited to, the
Resource Conservation and Recovery Act, as amended (RCRA), the Clean Water
Act, the Oil Pollution Act, the Hazardous Materials Transportation Act, CERCLA
(collectively referred to as the "Environmental Laws"). Licensee shall not
maintain a treatment, storage, transfer or disposal facility, or underground storage
tank, as defined by Environmental Laws on the Premises. Licensee shall not
release or suffer the release of oil or hazardous substances, as defined by
Environmental Laws on or about the Premises.
(b) Licensee shall give Licensor immediate notice to Licensor's Resource Operations
Center at [phone] of any release of hazardous substances on or from the
Premises, violation of Environmental Laws, or inspection or inquiry by
governmental authorities charged with enforcing Environmental Laws with
respect to Licensee's use of the Premises. Licensee shall use the best efforts to
promptly respond to any release on or from the Premises. Licensee also shall give
Licensor immediate notice of all measures undertaken on behalf of Licensee to
investigate, remediate, respond to or otherwise cure such release or violation.
Form 421; Rev, 04126/05
12
Law Department Approved BF#
Tracking# 12-3002
(c)In the event that Licensor has notice from Licensee or otherwise of a release or
violation of Environmental Laws arising in any way with respect to the Electric
supply Line which occurred or may occur during the term of this License,
Licensor may require Licensee, at Licensee's sole risk and expense, to take timely
measures to investigate, remediate, respond to or otherwise cure such release or
violation affecting the Premises or Licensor's right-of-way.
(d)Licensee shall promptly report to Licensor in writing any conditions or activities
upon the Premises known to Licensee which create a risk of harm to persons,
property or the environment and shall take whatever action is necessary to prevent
injury to persons or property arising out of such conditions or activities; provided,
however, that Licensee's reporting to Licensor shall not relieve Licensee of any
obligation whatsoever imposed on it by this License. Licensee shall promptly
respond to Licensor's request for information regarding said conditions or
activities.
25.Licensee may not make any alterations to the Premises or permanently affix anything to
the Premises or any buildings or other structures adjacent to the Premises without
Licensor's prior written consent.
[$1VI ri {1d WI
26.LICENSOR'S DUTIES AND WARRANTIES ARE LIMITED TO THOSE
EXPRESSLY STATED IN THIS LICENSE AND SHALL NOT INCLUDE ANY
IMPLIED DUTIES OR IMPLIED WARRANTIES, NOW OR IN THE FUTURE. NO
REPRESENTATIONS OR WARRANTIES HAVE BEEN MADE BY LICENSOR
OTHER THAN THOSE CONTAINED IN THIS LICENSE. LICENSEE HEREBY
WAIVES ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, WITH
RESPECT TO THE PREMISES WHICH MAY EXIST BY OPERATION OF LAW OR
IN EQUITY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, HABITABILITY OR FITNESS FOR A PARTICULAR
PURPOSE.
QUIET ENJOYMENT
27, LICENSOR DOES NOT WARRANT ITS TITLE TO THE PROPERTY NOR
UNDERTAKE TO DEFEND LICENSEE IN THE PEACEABLE POSSESSION OR
USE THEREOF. NO COVENANT OF QUIET ENJOYMENT IS MADE.
DEFAULT
28. If default shall be made in any of the covenants or agreements of Licensee contained in
this document, or in case of any assignment or transfer of this License by operation of
law, Licensor may, at its option, terminate this License by serving five (5) days' notice in
Form 421; Rev. 04126105
13
Law Department Approved BF#
Tracking# 12-3002
writing upon Licensee. Any waiver by Licensor of any default or defaults shall not
constitute a waiver of the right to terminate this License for any subsequent default or
defaults, nor shall any such waiver in any way affect Licensor's ability to enforce any
Section of this License. The remedy set forth in this Section 28 shall be in addition to,
and not in limitation of, any other remedies that Licensor may have at law or in equity.
LIENS AND CHARGES
29.Licensee shall promptly pay and discharge any and all liens arising out of any
construction, alterations or repairs done, suffered or permitted to be done by Licensee on
Premises. Licensor is hereby authorized to post any notices or take any other action upon
or with respect to Premises that is or may be permitted by law to prevent the attachment
of any such liens to Premises; provided, however, that failure of Licensor to take any
such action shall not relieve Licensee of any obligation or liability under this Section 29
or any other Section of this License. Licensee shall pay when due any taxes, assessments
or other charges (collectively, "Taxes") levied or assessed upon the Improvements by any
governmental or quasi-governmental body or any Taxes levied or assessed against
Licensor or the Premises that are attributable to the Improvements.
TERMINATION
30.This License may be terminated by Licensor, at any time, by serving thirty (30) days
written notice of termination upon Licensee. This License may be terminated by
Licensee upon execution of Licenser's Mutual Termination Letter Agreement then in
effect. Upon expiration of the time specified in such notice, this License and all rights of
Licensee shall absolutely cease.
31.if Licensee fails to surrender to Licensor the Premises, upon any termination of this
License, all liabilities and obligations of Licensee hereunder shall continue in effect until
the Premises are surrendered. Termination shall not release Licensee from any liability or
obligation, whether of indemnity or otherwise, resulting from any events happening prior
to the date of termination.
ASSIGNMENT
32.Neither Licensee, nor the heirs, legal representatives, successors, or assigns of Licensee,
nor any subsequent assignee, shall assign or transfer this License or any interest herein,
without the prior written consent and approval of Licensor, which may be withheld in
Licensor's sole discretion.
NOTICES
33.Any notice required or permitted to be given hereunder by one party to the other shall be
in writing and the same shall be given and shall be deemed to have been served and given
if (i) placed in the United States mail, certified, return receipt requested, or (ii) deposited
Form 421; Rev. 04126105
14
Law Department Approved BF#
Tracking# 12-3002
into the custody of a nationally recognized overnight delivery service, addressed to the
party to be notified at the address for such party specified below, or to such other address
as the party to be notified may designate by giving the other party no less than thirty (30)
days advance written notice of such change in address.
If to Licensor: BNSF Railway Company
2500 Lou Menk Dr. - AOB-3
Fort Worth, TX 76131
Attn: Land Revenue Management
with a copy to: Iron Horse Development, LLC
111 University Parkway, Suite 200
Yakima, WA 98901
If to Licensee: Pacifi Corp
825 NE Multonomah St. Suite 1700
Portland, OR 97232
SURVIVAL
34.Neither termination nor expiration will release either party from any liability or
obligation under this License, whether of indemnity or otherwise, resulting from any acts,
omissions or events happening prior to the date of termination or expiration, or, if later,
the date when the Electric Supply Line and improvements are removed and the Premises
are restored to its condition as of the Effective Date.
a 3(IsJ a LLI VI1)
35.It is understood and agreed that this License shall not be placed on public record.
APPLICABLE LAW
36.All questions concerning the interpretation or application of provisions of this License
shall be decided according to the substantive laws of the state of Texas without regard to
conflicts of law provisions.
I I
37.To the maximum extent possible, each provision of this License shall be interpreted in
such manner as to be effective and valid under applicable law, but if any provision of this
License shall be prohibited by, or held to be invalid under, applicable law, such provision
shall be ineffective solely to the extent of such prohibition or invalidity, and this shall not
invalidate the remainder of such provision or any other provision of this License,
Form 421; Rev. 04/26/05
15
Law Department Approved BF#
Tracking# 12-3002
INTEGRATION
38.This License is the full and complete agreement between Licensor and Licensee with
respect to all matters relating to Licensee's use of the Premises, and supersedes any and
all other agreements between the parties hereto relating to Licensee's use of the Premises.
However, nothing herein is intended to terminate any surviving obligation of Licensee or
Licensee's obligation to defend and hold Licensor harmless in any prior written
agreement between the parties.
MISCELLANEOUS
39.In the event that Licensee consists of two or more parties, all the covenants and
agreements of Licensee herein contained shall be the joint and several covenants and
agreements of such parties.
40.The waiver by Licensor of the breach of any provision herein by Licensee shall in no way
impair the right of Licensor to enforce that provision for any subsequent breach thereof.
Iron Horse Development, LLC is acting as representative for BNSF Railway Company,
IN WITNESS WHEREOF, this License has been duly executed, in duplicate, by the parties
hereto as of the day and year first above written.
BNSF RAILWAY COMPANY
By:
PACIFICORP
825 NE Mulnomah Street, Suite 1700
Portland, OR 97232
By:
Title:
Form 421; Rev. 04126/05
16
ASK
MA IL IrA Y DATE: February 14.2012
Revised from January 27, 2012 application
APPLICATION FOR WIRE LINE CROSSING OR LONGITUDINAL ENCROACHMENT
Burlington Northern Railroad
c/c Iron Horse Real Estate & Property Management
ill University Parkway, Suite 200
Yakima,, WA 98901
ATTN. Kim Bath / Railroad Property Management
TAX ID NO. 93-0246090
We submit for your approval the following specifications for a wire line we propose to build across BNSF RAILWAY
COMPANY right-of-way, as shown on enclosed drawing.
Legal name of company or municipality who will own the wireline PacfflCorp
State in which incorporated Oregon
If not incorporated, correct name of owners or all partners:
Correct mailing address 825 NE Multnomah St., Suite 1700, Portland. OR Zip Code 97232
Telephone [phone] Fax [phone]
Location of crossing SW 114 Section _30 Twsp 13 Range 19 RR Mile Post
Name of nearest town on Railroad Yakhna State WA County Yakima
Type of Encroachment Crossing X Longitudinal Railroad Mile Post___
Name of nearest public roadway crossing Railroad W. Nob Hill Blvd
Within limits of public road or street? No If yes, distance from center line of road or street ft.
Width of public road or street ft.
Kind of encroachment Electric X Telephone___ Other___
No. of wires/cables 10. Type of wires/cable ACSR/AAC Volts 115kV. 12.5kV & 0kV Phase Cycles JJQ
No, of conduits M. No. of occupied conduits 1A No.. of vacant conduits N/A
Length of encroachment 400 feet Adjacent spans 143 & 176 ft
Appurtenances on Ry. Co. property Posts. Insulators and Cross Arms
Wire clearance over or under top of rail 27.8 ft. _ft
If under tiack size & kind of conduit
Wire clearance over Ry. Co. wire lines ft ft
Was this service requested by BNSF? No
If yes, who requested? Telephone:
Attached to this sheet is a pole head diagram (if required) and location plan. Location plan shows tie-down measurement to
centerline of nearest road crossing, bridge or other railroad structure. Please authorize us to proceed with construction of this
encroachment as proposed or advise what changes are necessary to meet your specifications.
Signed:-
Print Name: Eilene L. Gehrke
Title: Lead/Senior Rinht of Way Agent
Telephone: [phone]
Email: eilene.gehrkeoaciflcoro.com
Page 1
1150
Cu
Cu
V -
H-
* 1 L ) () -
ry
F-
i v \
1100 -
-
,-115 'V - TRANSMISSION
kV - DISTRIBUTION
/ i2. kV - DISTRIBUTION
ml IWICATinm
65'-G"
2 BNSF 27'-10'
RAILROAD
1 050 CROSSINGS
GROUND
26' _-
UPRR RAILROAD
CROSSINGS
NO.7 DATE REVISIONS ENGINEER nss.i T CHECKED j APPROVED
TRANSMiSIDN U'fl0N AP TO VCLKER
i3<\ SEC11O.J DISCIPLINE END. PROJ/ERR PLII
RAILROAD EXHIBIT - 'RAcIFIcoRr. SAID
PROJECT ENr TR, 9/ 0 RAILROAD Ck03G ,'3
APPROVAL END. SCALE. 1-1 - 5• SHEET REVISION 10F1 1 0
POLE READ AND DATA SHEET
This completed form to accompany application to construct a wire line on BNSF RAILWAY COMPANY right-of-way.
Name of Company PacifICorp
Location of encroachment____ ft. _____See. QTwsp. 13 Rng. 19
Nearest town Yakima, WA County Yakima
LINE CHARACTERISTICS
Voltage 115kV/12.5kV/0kV
Phase 3 Cycle 0
POLES
Kind TFIOO-douglas fir (2) Size1.6' at ground line
Height 70'161' AG and 85'/74.5' AG Class 114 (2)
Set-in Earth-Rock 9'
[FRONT ELEVATION
1O'F.1IiiI
GUY WIRES
Overhead 0 Down 3 per structure (6 total)
Kind steel Size 7/l6
CROSS ARMS
Material Wood
Size 4'X6'X1O'
INSULATORS
Material Polymer
Type 115kV Post Size 4.417
BRACKETS
Material
Type _____ Size
CONDUCTORS
Material ACSR/AAC
Kind 26/7 Strand and 37 Strand Size 795
If you need further assistance please call iron Horse Real Estate & Property Management [phone]
April 16, 2004
Page 2

\ \ \
GNSV "CROSSINGS
\\ / DPRR CROSSING -

\—uo oi\ TRANSMISSION
RAILROAD \
t CENTER LINE 54
\
OWNER: BURLINGTON NORTHERN RAILROAD
EDGE OF ROW IN
ANCHORS
\70P OF \ RAILROAD
STRUCTURE 20/2 AND 113 ARE \ \ \ 2668' SOUTH OF THE NORTH \ \ \ 44 45
LINE OF S30, T13N, RI9E \ \ \ \
\ \