20220120Notice of Affiliate Transaction-Marmon Utility.pdf

YPeclnConp Senior Attorney
1407 W. North Temple, Suite 320
Salt Lake CiO, UT 84116
801-220-4565 OfJice
T i ru C I a r k@r ac iJi co rp. co m
VA ELECTRONIC FILING
January 20,2022
Idaho Public Utilities Commission
I l33l West Chinden Boulevard
Building 8 Suite 20lA
Boise, Idaho 837 14-1021
Affention:Jan Noriyuki
Commission Secretary
PacifiCorp Notice of Affiliate Transaction - PacifiCorp and Marmon Utility
Case No. PAC-E-05-8
Dear Ms. Noriyuki:
Pursuant to Commitmentl 17(2), incorporated in the Idaho Public Utilities Commission
OrderNo.29973, issued February 13,2006, as supplemented by OrderNo.29998
March 14, 2006, in the above-referenced proceeding, approving the acquisition of PacifiCorp
by MidAmerican Energy Holdings Company (now Berkshire Hathaway Energy Company or
BHE), PacifiCorp hereby provides notice of ordinary course affiliated interest transactions from
time to time between PacifiCorp and Marmon Utility, LLC dba Hendrix Aerial Cable Systems
(Marmon Utility).
In December 2016, PacifiCorp filed a notice that it was entering into a Master Materials Supply
Contract with Marmon Utility for aerial cable system design, supply, and installation services (Master
Contract). The Master Contract was amended by a First Amendment to Master Materials Supply
Contract, effective March 6, 2020, by a Second Amendment to Master Materials Supply Contract,
effective October 7, 2020, and a Third Amendment, effective May 28, 2021. PaciftCorp is now
amending the Master Contract with Marmon Utility to extend the terms ofthe Master Contract through
March 31, 2022 (Fourth Amendment) to allow for the purchase of covered conductors and other
distribution infrastructure to support system resilience. A copy of the proposed Fourth Amendment is
included as Attachment A.
PacifiCorp is a wholly owned indirect subsidiary of Berkshire Hathaway Energy Company
(BHE). In turn, 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
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approximately 185 companies. These are divided into 15 business sectors including engineered wire
and cable, industrialproducts, and building wire. Marmon Utility is one of the companies owned by
The Marmon Group. Therefore, Berkshire's ownership interest in BHE and The Marmon Group
creates an affiliated interest relationship between PacifiCorp and Marmon Utility.
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
o'spacer cable." Spacer cable is designed to be resilient to incidental contact (e.g., animals, fallen
trees and tree limbs), with increased strength in the event of impact loads, and tolerance to transient
events such as lightning. [n 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. PacifiCorp has identified several 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 PacifiCorp's ability to provide safe, reliable service. Thus, continued use of Marmon Utility
as supplier of the products under the Purchase Orders is in the public interest.
Please do not hesitate to contact me if you have any questions.
Sincerely,
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Timothy K. Clark
Senior Attorney
PacifiCorp
Enclosure:
Attachment A.pdf
2
ATTACHMENT A
PacifiCorp Notice of Affiliate Transaction
to
FOURTH AMENDMENT TO
MASTER MATERIALS SUPPLY CONTRACT 4700001118
FOR AERIAL CABLE SYSTEMS DESIGN, MATERIAL, AND SRVICES
This FOURTH 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. 4700001 I l8)", 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, 202l,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 in Article I of the Contract is hereby
amended and restated in its entirety to read as follows:
Term shall mean the period commencing upon the full execution of the Contract and
continuing thereafter unlil March 31,2022 unless earlier co-terminaled and replaced
with a new Master Agreement currently being negotiated. All other terms and conditions
remain the same. "
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
IAMENDMENT4 of 4700001 I l8
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) 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 Supplier.
2AMENDMENT 4 of 4700001 I l8
IN WITNESS WFDREOF, the parties hereto have caused this Amendment to be duly
executed on their respective behalf, by their respective officers thereunto duly authorized.
@EANI,:
PACIFICORPiltrq*By:
Name:
Title:
Allen Berreth
VP T&D Operations
Date: 1212U2021
WEE@.B:
Name:Robert Biddle
Title: President
Date: 1z21t21
MARMON--UTryITY, LLC DBA HENDRIX AERIAL CABLE SYSTEMS
By:('
3AMENDMENT 4 of 47fi)fi)l I 18