20200318Notice of Affiliate Transaction.pdf

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March 18,2020
VU ELECTRONIC DELIVERY
Idaho Public Utilities Commission
11331 W. ChindenBlvd
Building 8 Suite 20lA
Boise,ID 83714
Affention: Diane Hanian
Commission Secretary
PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Hanian
Pursuant to Commitrnentl I7(2), incorporated in the Idaho Public Utilities Commission
OrderNo. 29973 issued February 13,2006, as supplemented by OrderNo. 29998 on March 14,
2006, in the above-referenced proceeding, approving the acquisition of PacifiCorp by
MidAmerican Energy Holdings Company (now Berkshire Hathaway Energy Company or BHE),
PacifiCorp hereby provides notice of ordinary course affrliated interest transactions from time to
time between PacifiCorp and Marmon Utility, LLC DBA Hendrix Aerial Cable Systems
(Marmon Utility).
By a prior notice dated December 30,2016, PacifiCorp provided notice that it was
entering into a Master Materials Supply Contract with Marmon Utility for aerial cable system
design, supply, and installation services (the "Master Contract"). The terms and conditions of the
Master Contract apply to any orders made under the Master Confact prior to December 31,
2019. PacifiCorp desires to amend the Master Conffact with Marmon Utility to extend that term
through December 31,2020 (the "Amendment"). A copy of the proposed Amendment is
included with this Notice as Attachment A.
PacifiCorp is a wholly-owned subsidiary of Berkshire Hathaway Energy Company
(BHE). BHE is a subsidiary of Berkshire Hathaway Inc. (Berkshire). Berkshire currently holds
a majority interest in The Marmon Group. The Marmon Group consists of approximately 185
companies, divided into fifteen business sectors including engineered wire and cable, industrial
products and building wire. Marmon Utility is a member of The Marmon Group. Therefore,
Berkshire's ownership interest in BHE and The Marmon Group may create an affrliate interest
relationship between PacifiCorp and Marmon Utility in some PacifiCorp jurisdictions.
Re:
Idaho Public Utilities Commission
March 18,2020
Page2
Marmon Utility manufactures electrical distribution cable, cable systems, and accessories
for aerial and underground utility applications. Among the items manufactured by Marmon
Utility is covered "spacer cable." Spacer cable is designed to be resilient to incidental contact
(e.g. animals, fallen tees and limbs), have increased strength in the event of impact loads, and be
tolerant to transient events such as lightning. In addition to the reliability projects described in
the prior notice, spacer cable may be used in wildfire mitigation projects. In response to
increasing concerns related to wildfires, PacifiCorp is actively taking steps to construct,
maintain, and operate its electrical lines and equipment in a mailler that will minimize the risk of
catastrophic wildfire. The company has identified several future projects requiring procurement
of spacer cable or other aerial cable system design, supply, and installation services. The
Amendment provides the necessary extension for these projects to be completed, while
continuing the other terms and conditions in the Master Contract.
When needed, Purchase Orders will continue to be prepared in accordance with
PacifiCorp's procurement policies and procedures and contain standard commercial terms and
conditions to protect the company's ability to provide safe and reliable service. Thus, the
continued use of Marmon Utility as supplier of the products under the Purchase Orders will not
harm the public interest.
Please do not hesitate to contact me if you have any questions
Sincerely,
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Timothy K. Clark
Senior Attomey
PacifiCorp
Enclosures
2
ATTACHMENT A
PacifiCorp Notice of Affiliate Transaction
to
J
Contract No. 4700001 I I 8 Amend. I
FIRST AMENDMENT TO
MASTER MATERIAT SUPPTY CONTRACT 47q'001118
FOR AERIAT CABTE SYSTEMS DESIGN, SUPPIY, AND INSTAII
This FIRST AMENDMENT TO MASTER MATERIALS CONTRACT (this "Amendment") is by and between
PacifiCorp (Companylwhose address is 825 NE Multnomah Street, Portland Oregon 97232, and MARMON
UTILITY, LLC dba HENDRIX AERIAL CABLE SYSTEM "Supplier").
RECITALs
A. PacifiCorp and Supplier are parties to that certain Materials Contract (Contract No. 4700001118,"
dated as of December 29, 2OLG (as amended, modified and supplemented from time to time, the
"Contract").
B. PacifiCorp and Contractor desire to amend the Contract on the terms and conditions specified in
this Amendment.
AGREEMENT
In consideration of the foregoing premises and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, PacifiCorp and Consultant agree as follows:
1, Amendments.
(a) PERIOD OF PERFORMANCE. Article 4: is hereby amended as follows
"Unless eorlier terminated os provided herein, the terms ond conditions of this Moster Controct
sholl continue in effect for ony Contract (release) ogreed to ofter the execution hereof ond prior to
December 37, 2020 until final sotisfactory completion of oll Services thereunder, whether or not
the Services ore scheduled to be completed prior to the expirotion of the foregoing dote.
(b) All other terms ond conditions of the Agreement between the porties sholl remain in fullforce
ond effect.
2. Miscellaneous.
(a) Ratification. Except as specifically amended by this Amendment, the Contract shall
remain in full force and effect and is hereby ratified and confirmed. This Amendment shall be construed
as one with the Contract, and the Contract shall, where the context requires, be read and construed
throughout so as to incorporate this Amendment. All documents executed in connection with the
Contract shall remain in full force and effect and are hereby ratified and confirmed with respect to the
Contract, as amended by this Amendment.
(b) Entire Agreement. This Amendment, together with the Contract and the other documents
referred to in, or executed in connection with, the Contract, supersedes all prior agreements and
AMENDMENT TO EXTEND 4TOOOOI I I8
Contract No. 4700001 1 I 8 Amend. I
understandings, written or oral, between Consultant and PacifiCorp with respect to the subject matter of
this Amendment.
(c) Counterparts. This Amendment may be executed in any number of counterparts, all of
which, when taken together, shall constitute one and the same instrument and the parties to this
Amendment may execute this Amendment by signing any such counterpart. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart so that all signatures
are physically attached to the same documents.
(d) Effective Date. This Amendment shall be deemed effective upon the date of full
execution by authorized representatives of both PacifiCorp and Consultant.
lN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on
their respective behalf, by their respective officers thereunto duly authorized.
PacifiCorp:
By
Name:
Title:
David Lucas
Vice President Operations T&D Pacific Power
Date:
Marmon Utilitv. LLC dba Hendrix Aerial Cable Svstems
By:
Name: Robert Biddle
Title: Vice President
Date:
2AMENDMENT TO EXTEND 4TOOOOI I 18