20210719Notice of Affiliate Transaction.pdf

VIA ELECTRONIC FILING

July 19, 2021

Idaho Public Utilities Commission
11331 W. Chinden Blvd
Building 8 Suite 201A
Boise, Idaho 83714-1021

Attention: Jan Noriyuki
Commission Secretary

Re: PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8

Dear Ms. Noriyuki:

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 (now Berkshire Hathaway Energy Company or BHE), PacifiCorp
hereby provides notice of ordinary course affiliated 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 Master Contract (No. 4700001118) was amended
by a First Amendment to Master Materials Supply Contract, effective March 6, 2020, and by a
Second Amendment to Master Materials Supply Contract, effective October 7, 2020. PacifiCorp
has amended the Master Contract with Marmon Utility to extend the terms of the Master Contract
through December 31, 2021 (Third Amendment) to allow for the purchase of covered conductors
and other distribution infrastructure to support system resilience. A copy of the Third Amendment
is included 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, a holding company. The Marmon Group consists of approximately
185 companies. These are divided into 15 business sectors including engineered wire and cable,
industrial products, and building wire. Marmon Utility is one of the companies owned by The
Marmon Group.
Timothy K. Clark
Senior Attorney
1407 W. North Temple, Suite 320
Salt Lake City, UT 84116
801-220-4565 Office
[e-mail]

RECEIVED
2021 July 19, PM 2:37
IDAHO PUBLIC
UTILITIES COMMISSION
Idaho Public Utilities Commission
July 19, 2021
Page 2

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 trees and tree limbs), have increased strength in the event of impact loads, and be tolerant to
transient events such as lightning. In response to increasing concerns related to wildfires,
PacifiCorp is actively taking steps to construct, maintain, and operate its electrical lines and
equipment in a manner that will minimize the risk of catastrophic wildfire. The company has
identified several projects requiring procurement of spacer cable or other aerial cable system
design, supply, and installation services. The Third Amendment provides the necessary extension
for these projects to be completed, while continuing the other terms and conditions in the Master
Contract. PacifiCorp estimates that it will procure additional distribution cable and cable systems,
and accessories under this amendment to support system resiliency.

When needed, Purchase Orders will continue to be prepared in accordance with PacifiCorp’s
procurement policies and procedures and contain standard commercial terms and conditions to
protect the company’s ability to provide safe, reliable service. Thus, 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,

Timothy K. Clark
Senior Attorney
PacifiCorp

Enclosures

ATTACHMENT A

to

PacifiCorp Notice of Affiliate Transaction

Contract No. 4700001118 Amend.3
THIRD AMENDMENT TO
MASTER MATERIALS SUPPLY CONTRACT 4700001118
FOR AERIAL CABLE SYSTEMS DESIGN, MATERIAL, AND SERVICES
This THIRD AMENDMENT TO MASTER MATERIALS SUPPLY CONTRACT (this
"Amendment") is by and between PacifiCorp an Oregon corporation ("Company"), and
MARMON UTILITY, LLC dba HENDRIX AERIAL CABLE SYSTEM, a New Hampshire
company ("Supplier").
RECITALS
A. Company and Supplier are parties to that certain "Master Materials Supply Contract
(Contract No. 4700001118)", dated as of December 29, 2016 (as further amended, modified and
supplemented from time to time, the "Contract").
B. Company and Supplier desire to amend the Contract on the terms and conditions specified in
this Amendment.
C. Notwithstanding the expiration of the Contract on December 31, 2020, the parties agree that
the terms and conditions set forth in the Contract have remained in full force and effect since that
date to the present and shall apply to the continued performance of the Work as if the Contract had
not expired.
AGREEMENT
In consideration of the foregoing premises and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Company and Supplier agree as
follows:
(a) DEFINITIONS. The definition of term m Article 1 of the Contract 1s hereby
amended and restated in its entirety to read as follows:
Cyber Assets shall mean programmable electronic devices, including the hardware, software, and
data in those devices.
Data shall mean any and all data, information, formulae, algorithms, or other content that
Company or its Personnel create, generate or modify (i) using the Software, (ii) that is hosted by
Supplier or (iii) that is stored on Company 's systems and that is accessible by Supplier. Data also
includes user identification iriformation and metadata which may contain the foregoing data or from
which the foregoing data may be ascertainable.
E-Verify shall mean the web-based system that allows enrolled employers to confirm the eligibility
of their employees to work in the United States. £-Verify employers verify the identity and
employment eligibility of newly hired employees by electronically matching information provided by
employees on the Form J-9, Employment Eligibility Verification, against records available to the
Social Security Administration (SSA) and the Department of Homeland Security (DHS).
AMENDMENT 3 4700001118
Contract No. 4700001118 Amend.3
Term shall mean the period commencing upon the full execution of the Contract and
continuing thereafter until December 31, 2021 unless earlier terminated as provided
herein."
Security Incident shall mean any circumstance when (i) Supplier knows or reasonably believes that
the confidentiality, integrity, or availability of any Company Information has been adversely
impacted, including but not limited to, incidents where Company Information 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) Supplier
knows or reasonably believes that an act or omission has adversely impacted the cybersecurity of
the products or services provided to Company by Supplier or the physical, technical, administrative,
or organizational safeguards protecting Supplier's systems or Company's systems holding Company
Information; or (iii) Supplier receives any complaint, notice, or communication which relates
directly or indirectly to (A) Supplier 's handling of Company Information or Supplier's compliance
with the data safeguards in this Agreement or applicable law in connection with Company
Information or (B) the cybersecurity of the products or services provided to Company by Supplier.
(b) DESIGNATED REPRESENTATIVES AND NOTICES. Article 15 of the
Contract is hereby amended and restated in its entirety to read as follows:
In conjunction with each Release, each Party shall designate a representative authorized to act on its
respective behalf and shall advise the other Party in writing of the name, address and telephone number of
such designated representative, and shall infonn the other Party of any subsequent change in such
designation. All communications relating to the day-to-day activities under this Contract shall be exchanged
between such designated representatives through any agreed form of communication.
Any fonnal Notice required to be delivered in writing under the terms of this Contract shall be delivered to
the representative of the other Party as designated below. All fonnal written Notices shall be: (i) hand
delivered; (ii) deposited in the mail, properly stamped with the required postage; (iii) sent via registered or
certified mail; or (iv) sent via recognized overnight courier service. The Parties' addresses for purposes of
Notice shall be as set forth below:
Ifto Company: Ifto Supplier:
PacifiCorp Hendrix Aerial Cable
825 NE Mulnomah Street, Suite 1800 53 Old Wilton Rd
Portland. OR 97232 Milford, NH 03055
Attention: Legal Department Attention: Mark Fallon
Email: Email: [e-mail]
Telephone: [phone] Telephone: [phone]
Either Party may change the name or address of the designated recipient of Notices by delivery ofa Notice of
such change as provided for in this Article.
Requested changes to Supplier's banking information must be independently verified with Supplier and may
take up to 60 days to process. Company shall continue to use Supplier's previous banking information during
the verification period unless an exception is approved by Company's Chief Financial Officer or designee.
Company shall not be liable for late fees or interest on any late or missed payments due to Supplier's
requested changes that could not be reasonably verified by Company. Changes to Supplier information will
be confirmed by Company with the following Supplier staff:
AMENDMENT 3 4700001118 2
Contract No. 4700001118 Amend.3
Supplier Treasurer:
Name: Randy Clos
Title: Marmon Utility -VP of Finance
Address: 53 Old Wilton Rd
Milford, NH 03055
Telephone: [phone]
Supplier Website: Marmonutility.com
Supplier Senior Manager: Supplier Senior Manager:
Name: Dave Shockley Name: Ken Woo
Title: Director of Sales Title: VP & General Manager-Hendrix OHS
Address: 53 Old Wilton Rd Address: l 16 Route 101A
Milford NH 03055 Amherst, NH 03031
Telephone: [phone] Telephone: [phone]
(c) CYBER SECURITY. Article 49 of the Contract is hereby amended and restated in
its entirety to read as follows:
49.0 DEFINITIONS
"Confidential Information" shall have the meaning as defined in the Contract 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 energy 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.
49.1 SCOPE OF THIS ARTICLE
This Article applies to Supplier and its Personnel and Subcontractors that provide materials to the Company
with associated services that may impact the confidentiality, integrity, or availability of the Company's
networks, systems, software, Data, or Confidential Information for the term of the Contract.
49.2 CYBER SECURITY CONTROLS
a. Supplier shall have and maintain security controls to protect the Company's networks, systems,
software, Confidential Information, and Data that are no less rigorous than the latest published
version of ISO/IEC 27001 -Information Security Management Systems-Requirements, and
ISO/IEC 27002 -Code of Practice for International Security Management
b. Supplier agrees to disclose to the Company known security vulnerabilities in hardware, software,
and services provided under the Contract in a timely manner.
AMENDMENT 3 4700001118 3
Contract No. 4700001118 Amend.3
49.3 OVERSIGHT OF COMPLIANCE
Supplier shall:
a. Allow Company to conduct an assessment, audit, examination, or review of Supplier's security
controls to confirm Supplier's adherence to the terms of this Article, as well as any applicable laws,
regulations, and industry standards, not more than once per year or upon notification of any Security
Incident or complaint regarding Supplier's privacy and security practices. Company may elect to
obtain the services of a mutually-agreeable third party to conduct this assessment, audit,
examination, or review on behalf of Company. Company shall give Supplier no less than thirty (30)
calendar days' notice of its intent to conduct such assessment, audit, examination, or review. As part
of this assessment, audit, examination, or review, Company may review all controls in Supplier's
physical and/or technical environment in relation to all Confidential Information being handled
and/or hardware, software, or services being provided pursuant to this Contract. Supplier shall fully
cooperate with such assessment by providing access to knowledgeable personnel, physical premises,
documentation, infrastructure, application software, and systems relevant to the provision of
hardware, software, or services under the Contract.
49.4 SECURITY BREACH PROCEDURES; EQUITABLE RELIEF
In the event of a Supplier, or Subcontractor Security Incident affecting the Company:
a. Supplier shall:
(i) Notify the Company of the Security Incident as soon as practicable, but no later than 48 hours
after Supplier becomes aware of it, by telephone and email; and
(ii) Provide the Company with the name and contact information for any Personnel who shall
serve as Supplier's primary security contact and shall be available to assist the Company with
Security Incident management, response, and recovery associated with the Security Incident.
b. Immediately following Supplier's notification to the Company of a Security Incident, the Parties
shall coordinate with each other to investigate such Security Incident. Supplier agrees to coordinate
with Company in Company's handling of the matter, including: (i) assisting with any investigation
and (ii) making available all relevant records and other materials required to comply with applicable
law, regulation, industry standards, or otherwise reasonably required by Company.
c. Supplier shall use best efforts to immediately remedy any Security Incident and prevent any further
or recurrent Security Incident at Supplier's expense in accordance with applicable privacy laws,
regulations, and standards. Supplier shall reimburse Company for actual reasonable costs incurred
by Company in responding to, and mitigating damages caused by, any Security Incident, including
all costs of notice and/or remediation pursuant to this section.
d. Supplier shall fully cooperate at its own expense with Company in any litigation or other formal
action deemed reasonably necessary by Company to protect its rights relating to the use, disclosure,
protection, and maintenance of its Confidential Information and Data.
e. Supplier acknowledges that any breach of Supplier's obligations set forth in this Article may cause
Company substantial irreparable harm for which monetary damages would not be adequate
compensation and agrees that, in the event of such a breach or threatened breach, Company is
entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance
and any other relief that may be available from any court, in addition to any other remedy to which
Company may be entitled at law or in equity. Such remedies shall not be deemed to be exclusive but
shall be in addition to all other available remedies at law or in equity, subject to any express
exclusions or limitations in the Contract to the contrary.
49.5 OBLIGATIONS ON TERMINATION AND TERMINATION ASSISTANCE
a. In addition to any other obligations that arise on termination or expiration of this Contract, the Parties
agree that, on any expiration or termination of this Contract, upon completion of the delivery of the
products and services to be provided under this Contract, or at any time upon Company's request,
regardless of the circumstance:
(i) If Supplier has access to Company facilities or systems, Supplier shall immediately surrender
to Company all access cards, security passes, passwords and other such devices granting
access to any Work Site or to Company networks or computer systems; and
AMENDMENT 3 4700001118 4
Contract No. 4700001118 Amend.3
(ii) If Supplier has Company Data, Supplier shall return any Company Data that is in its care,
custody or control to Company in the format requested by Company and Supplier shall, after
receiving Company's written confirmation that it can read the Data provided by Supplier,
permanently delete any copies of the Data in Supplier's care, custody or control.
(iii) If Supplier has Company hardware or removable media, Supplier will return to Company all
hardware and removable media provided by Company that contains Company Data.
Company Data in such returned hardware and removable media may not be removed or
altered in any way. The hardware should be physically sealed and returned via a bonded
courier or as otherwise directed by Company. If the hardware or removable media containing
Company Data is owned by Supplier or a third-party, a written statement detailing the
destruction method used and the data sets involved, the date of destruction and the entity or
individual who performed the destruction will be sent to a designated Company security
representative within fifteen (15) calendar days after completion of the delivery of the
products and services to be provided under this Contract, or at any time upon Company's
request. Supplier's destruction or erasure of Company Data pursuant to this Article must be
in compliance with NIST or ISO Standards.
b. 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, Supplier agrees to provide Company
with the reasonable assistance services requested by Company. These services will include, at a
minimum, converting data, providing parallel services until Company has transitioned to a new system,
providing on-site technical support, 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 services may extend beyond
the Term as reasonably required by Company.
49.6 PROHIBITED VENDORS
Supplier may not use in the provision of Work or Services to Company, directly or indirectly using
subcontractors, the services, products, component pieces or sub-assemblies of any company identified by
Company or by the U.S. Government and/or regulatory authorities as a security threat (collectively, the
"Prohibited Vendors"), including without limitation the companies identified by Company in Exhibit G and by
the U.S. Department of Commerce (which are currently posted on the internet at
https://www.bis.doc.go /index.php/regulations/export-administration-regulations-ear and as published in 15
CFR, Subchapter C, part 744, Supplement No. 4). Supplier is responsible for being familiar with the Prohibited
Vendors, including additional Prohibited Vendors that Company may identify by Notice to Supplier and that
the U.S. Government may identify from time to time during the term of this Contract. If Supplier fails to abide
by the requirements of this Section, Company will provide Supplier with Notice and a 30 day opportunity to
cure. Continued failure to abide by this requirement will be considered a material breach of this Contract.
(d) OFFICE OF FOREIGN ASSETS CONTROL SANCTIONS LISTS; STATE
OR GOVERNMENT OWNED ENTERPRISES OR CORPORATIONS CYBERSECURITY
and CALIFORNIA CONSUMER PRIVACY ACT. Two new articles, Article 57 -Office of Foreign Assets
Control Sanctions Lists; State or Government Owned Enterprises or Corporations Cybersecurity and Article 58 -
California Consumer Privacy Act are hereby added to the Contract and read as follows:
ARTICLE 57. OFFICE OF FOREIGN ASSETS CONTROL SANCTION LISTS; ATE OR
GOVERNMENT OWNED ENTERPRISES OR CORPORATIONS CYBERSECURITY
57.1 Supplier warrants that neither Supplier nor a) any parent, affiliate, or subsidiary to Supplier, or b) any
officer, director, employee, agent, lobbyist, or representative of Supplier is on any sanction list maintained and
published by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including but not
limited to the Specially Designated Nationals and Blocked Persons List and Consolidated Sanctions List maintained
AMENDMENT 3 4700001118 5
Contract No. 4700001118 Amend.3
and published by OFAC and available at https://www.treasury.gov/resource-center/sanctions/Pages/defau11.aspx
( collectively the "OF AC sanctions lists"). Supplier further warrants, acknowledges, and agrees that:
a. Neither Supplier nor any a) any parent, affiliate, or subsidiary to Supplier, or b) any officer, director,
employee, agent, lobbyist, or representative of Supplier is operating or acting under any alias or pseudonym
to avoid detection as a person or entity on any of OF AC sanctions lists;
b. Supplier is prohibited from and shall not, either directly or indirectly, involve or engage in any manner any
person or entity that is on any of the OF AC sanctions lists in the performance of this Contract, whether as an
officer, director, employee, agent, lobbyist, representative, contractor, subcontractor, vendor, consultant,
supplier, materialman, or any other role or relationship of any kind; and
c. Supplier's obligations under this Article are ongoing, and Supplier shall remain up-to-date with recent
actions and updates by OFAC and shall immediately notify Company at any time it learns that a
representation made in this Article is no longer accurate or that Supplier otherwise has been or is in violation
of this Article.
d. The warranties, representations, and obligations of this Article are material to Company's decision to enter
this Contract, and any failure or violation of same is grounds for termination for cause by Company as a
material breach of a provision of the Contract.
Supplier further agrees that it will fully comply and cooperate with Company in any inquiry, request, or investigation
initiated by OF AC arising from or related to Supplier's performance under this Contract and will defend, indemnify,
and hold harmless Company, its agents, representatives, and employees of and from all fines, fees, penalties, or other
liabilities or damages of any kind arising from or related to any failure or violation of Supplier's warranties,
representations, and obligations under this Article. This obligation is in addition to and not in derogation of any other
obligation Supplier may have to defend, indemnify, or hold harmless Company, its agents, representatives, and
employees under this Contract.
57.2 Supplier warrants that neither Supplier nor any parent, affiliate, or subsidiary to Supplier has fifty-percent
(50%) or more equity ownership by a state-owned enterprise or government owned-corporation acting on behalf of the
following foreign countries (the "prohibited countries"):
Afghanistan
Angola
Yemen
Sudan
Syria
Uganda
Crimea Region of Ukraine Russia
Iran
Chad
China
Congo
Supplier further warrants, acknowledges, and agrees that:
Venezuela
Somalia
Iraq
Libya
North Korea
a. Supplier is prohibited from and shall not, either directly or indirectly, involve or engage in any manner any
entity with fifty-percent (50%) or more equity ownership by a state-owned enterprise or government owned­
corporation acting on behalf of any of the prohibited countries in the performance of this Contract, whether
as a contractor, subcontractor, vendor, consultant, supplier, materialman, or any other role or relationship of
any kind, without first fully disclosing said involvement or engagement to Company;
b. Supplier's obligations under this Article are ongoing, and Supplier shall immediately notify Company in the
event a state-owned enterprise or government owned-corporation acting on behalf of any of the prohibited
countries attains or acquires fifty-percent (50%) or more equity ownership in Supplier, or any parent,
affiliate, or subsidiary to Supplier, or at any time Supplier learns a state-owned enterprise or government
owned-corporation acting on behalf of any of the prohibited countries has or has attained or acquired a fifty­
percent (50%) or more equity ownership in any entity directly or indirectly involved or engaged by Supplier
in the performance of this Contract;
c. In the event of such disclosure or notice, Company shall have the right, in its sole discretion, to terminate the
Contract for cause by Company as a material breach of a provision of the Contract, or, in the event the
disclosure involves an entity other than Supplier or any parent, affiliate, or subsidiary to Supplier, Supplier
shall, in addition to the right to termination, have the alternative right, in its sole discretion, to reject said
entity's further involvement or engagement in the performance of the Contract, in which case Supplier shall
AMENDMENT 3 4700001 I 18 6
Contract No. 4700001118 Amend.3
immediately terminate said entity's involvement or engagement.
57.3 Supplier acknowledges and agrees that the warranties, representations, and obligations of this Article are
material to Company's decision to enter into this Contract, and any failure or violation of same is grounds for
termination for cause by Company as a material breach of a provision of the Contract.
(e) PROHIBITED VENDORS. Exhibit G -Prohibited Vendors which is attached to
this Amendment is hereby added to the Exhibits of the Contract and included in the Contract
Documents.
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 understandings, written or oral, between Supplier and PacifiCorp with respect to
the subject matter of this Amendment.
( c) Counterpa11s. 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 Supplier.
AMENDMENT 3 4700001118 7
Contract No. 4700001118 Amend.3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed on their respective behalf, by their respective officers thereunto duly authorized.
COMPANY:
PACIFICORP
By:
Name:
Title:
Date:
$t_rg_j;t;-
Allen Berreth
VP, T&D Operations
May 26, 2021
SUPPLIER:
By:
LLC -~RIX AERIAL CABLE SYSTEMS
'J-
Name:
Title:
Date: ,
AMENDMENT 3 4700001118 8
Contract No. 4700001118 Amend.3
EXHIBITG
PROHIBITED VENDORS AND VENDOR REGIONS
In addition to the entities identified in lists maintained by applicable United States regulatory
authorities, the following entities are Prohibited Vendors and Vendor Regions:
Hytera Communications Corporation
Hangzhou Hikvision Digital Technology Company
Dahua Technology Company
Da Jiang Innovations (OJI)
AO Kaspersky Lab, ZTE Corporation
Huawei Technologies Co. Inc.
Xinjiang Production and Construction Corps
Dago New Energy Corporation
GCL-Poly Energy Holdings Ltd
Xinte Energy Company
East Hope Group
Xinjiang Uyghur Autonomous Region, China
AMENDMENT3 4700001118 9