20160614Notice of Affiliate Transaction.pdf

YPacrnConp R Jeff Richards
Vice Prcsident and General Counsel
1407 W. North Temple, Suite 320
Salt Lake CiU, aT 84116
801-2204734 OfJice
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June 14,2016
Idaho Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Attention: Jean D. Jewell
Commission Secretary
Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as notice pursuant to Commitmentl l7(2), incorporated in the
Idatro Public Utilities Commission Order No. 29973 issued February 13,2006, as supplemented
by Order No. 29998 March 14,2006, in the above-referenced proceeding, approving the
acquisition of PacifiCorp by MidAmerican Energy Holdings Company (now "Berkshire
Hathaway Energy Company" or "BHE"), of an affiliated interest transactions with BNSF
Railway Company (BNSF) for a Customer Requested Work Agreement under which Pacific
Power will perform service line maintenance at BNSF's request. A verified copy of the
Customer Requested Work Agreement (Agreement) is included with this Notice as Attachment
A.
Pacific Power is an unincorporated division of PacifiCorp. PacifiCorp is a wholly-owned
indirect subsidiary of Berkshire Hathaway Energy Company (BHE). BHE is a subsidiary of
Berkshire Hathaway, Inc. BNSF is also a subsidiary of Berkshire Hathaway, Inc. Therefore,
Berkshire Hathaway, Inc.'s ownership interest in BHE and BNSF may create an affiliated
interest relationship between the Company and BNSF in some PacifiCorp jurisdictions.
Klamath County, Oregon has made plans to widen a county road that is adjacent to BNSF's
property. As a result of the road widening project, one of BNSF's current signal crossing
cabinets must be moved to the other side of the road. BNSF requires Pacific Power to perform
the service line maintenance required to move the signal crossing cabinet.
Jean D. Jewell
Notice of Affiliate Transaction
June 14,2016
Pacific Power uses standardized pricing for these types of agreements. BNSF will pay Pacific
Power $2,486 for the work performed under the Agreement. Completing the service line
maintenance as set forth in the Agreement is in the public interest because it allows Pacific
Power to install and maintain facilities necessary to provide electric service and to meet its
obligation to provide safe and reliable electric service. If the service line maintenance to be
performed under the Agreement was not completed, Pacific Power would not be able to meet its
obligation to provide electric service. As the relevant utility, Pacific Power is the only entity that
can provide the required services to BNSF.
Please do not hesitate to contact me if you have any questions.
R. Jeff Richards
Vice President and General Counsel
PacifiCorp
Enclosures
Best Regards,
ATTACHMENT A
CUSTOMER REQT]ESTED WORK AGREEMENT
(Ma12016)Kirk Daniels
Work Order #: 617818'l
Cust. Acct. #:
PACIFIC POWER, a division of PACIFICORP
CUSTOMER REQUESTED WORK AGREEMENT
This Customer Requested Work Agreement (this "Agreement"), dated May 19,2016 ("Agreement Date"), is between
Pacific Power, a division of PacifiCorp ("Company"), and BNSF RAILWAY, ("Customer"), for work to be performed by
Company for Customer at or near 2943 Laverne Ave in Klamath County, State of Oregon.
Description:
Relocate service and meter to new signa! crossing cabinet location.
The Customer will provide, all necessary trenching and backfilling, and will furnish and install all distribution
transformer pads, conduit and duct required by the Company. Company may abandon in place any underground cables
installed under this Contract that are no longer useful to Company.
Customer also agrees to:a) Establish final grade for routing of circuits, placement of transformer pads, vaults, junction boxes and other
underground facilities as required by Company.b) lnstalland maintain property lines and survey stakes; and,c) Make no permanent surface improvements, except curb and gutters, before Company completes installation of its
facilities.d) Provide legal rights-of-way to Company, at no cost to the Company, using Company standard forms.
lf any change in grade, or propefi lines, or any surface improvements require Company to change its facilities, or causes
additional cost to Company, Customer agrees to reimburse Company for such change or cost.
Third-Party Relocation Costs: This work does not include any third-party relocation costs. Customer shall be
solely responsible for obtaining cost estimates from any third-parties attached to the existing facilities, and Customer shall
be solely responsible for making all necessary arrangements to transfer third-party facilities to the replacement facilities,
or any alternative arrangements to accommodate all such third-parties.
Payment to Company: ln consideration of the work to be performed by Company, Customer agrees to pay the
estimated costs of the work in advance, with the understanding that there will be no other charges or refunds for the above
specified work. Customer has previously paid for design, permitting or other work in the amount of $0.00. The total advance
for this work is $2486.00, with a balance due of $2486.00. Estimated cost is valid for 90 days from the Agreement Date.
Any correspondence regarding this work shall be directed to the appropriate party as shown below:
BNSF RAILWAY Pacific Power
Greg Van De Graff Kirk Daniels
P.O. Box 2440 1950 Mallard Ln
Spokane, WA 99210 Klamath Falls, OR 97601
Phone [phone] Phone [phone]
This Agreement, upon execution by both Company and Customer, shall be a binding agreement for work performed
by Company to accommodate Customer at the Customer's expense. The provisions of Appendix A, General Terms and
Conditions, are an integral part of this Agreement.
BNSF RAILWAY PACIFIC POWER, a division of PACIFICORP
Signature
Title Manaoer
ByBy
Carv Ann Bailey
Print name of Signing Manager/OfiicerPrint name of Signing Officer
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Appendix A
GENERAL TERMS AND CONDITIONS
LIABILITY AND INDEMNIFICATION
The Customer shall indemnify, defend and hold harmless the Company to this Agreement and
the Company's officers, directors, agents, employees, successors and assigns from any and all claims,
demands, suits, losses, costs, and damages of any nature whatsoever, including attorney's fees and
other costs of litigation brought or made against or incurred by the Company and resulting from, arising
out of, or in any way connected with any act, omission, fault or negligence of the Customer, its
employees or any officer, director, or employee or agent of the same and related to the subject matter of
this Agreement. The indemnity obligation shall include, but not be limited to, loss of or damage to
property, bodily or personal injury to, or the death of any person. The Customer's obligation under this
provision of the Agreement shall not extend to liability caused by the sole negligence of the Company.
WAIVER OF JURY TRIAL
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.
WORK COMPLETION
Company agrees to use commercially reasonable efforts to begin performance of the work on the dates
date(s) specified above. ln those instances where by reason of unanticipated events or emergencies
which cause power outages or threaten the Company's ability to continuously provide electric service as it
is required to do by law or by contract, then the Company personnel assigned to perform the work may be
withdrawn from the work until such time as the unanticipated event or emergency is concluded. ln the
event that the Company personnel are removed from the work in response to such an event or emergency,
then the time for completion of the work shall be extended by a period of time equal to that period from the
time the personnel are removed from the work until they are available to complete the work plus 48 hours.
It is expressly agreed that the Company and those persons employed by the Company in connection
with the work described herein are not employed by or employees of the Customer.
Company warrants that its work shall be consistent with prudent utility practices. COMPANY
DISCISIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO
THE WARRANry OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, AND SIMILAR
WARRANTIES. Company's liability for any action arising out of its activities relating to this Agreement shall
be limited to repair or replacement of any non-operating or defective portion of the work. Under no
circumstances shall Company be liable for economic losses, costs or damages, including but not limited to
special, indirect, incidental, punitive, exemplary or consequential damages.
The Customer may, at reasonable times and by written agreement with the Company, request
additional work within the general scope of the work as described in this Agreement or request the
omission of or variation in the work, provided, however, that the Customer and Company agree to increase
or decrease the amount the Customer is to pay the Company and such changes in scope are reasonably
acceptable to the Company. Any such change to the scope of the work and the associated adjustment of
costs shall be in writing and shall be submitted when obtained as an addendum to this agreement after
being signed by both parties.
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GENERAL
PAYMENTS: All bills or amounts due hereunder shall be payable to Company as set forth herein or on
the 25th day following the postmarked date of the invoice is not otherwise specified. ln the event that all or
a portion of Custome/s bill is disputed by Customer, Customer shall pay the total bill and shall designate
that portion disputed. lf it is later determined that Customer is entitled to a refund of all or any portion of the
disputed amount, Company shall refund that portion of the amount of which Customer is found to be
entitled. All billing statements shall show the amount due for the work performed.
COLLECTION: Customer shall pay all costs of collection, including court costs and reasonable
attorney's fees upon default of customer, in addition to interest at a rate of 1.5 percent per month on any
amounts not paid within thirty (30) day of invoice.
ASSIGNMENT: Customer shall not assign this Agreement to any successor without the written consent
of Company, which consent shall not be unreasonably withheld. lf properly assigned, this Agreement shall
inure to the benefit of and be binding upon the successors and assigns of the party making the assignment.
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