OAR 860-027-0040: Applications for Approval of Transactions Between Affiliated Interests

(1) Except as provided in sections (3) and (4) of this rule, the requirements of this rule will apply to any energy or large telecommunications utility seeking authority under ORS 757.490, 757.495, 759.385, and 759.390. An application for financing to an affiliated interest shall be made under OAR 860-027-0030. (2) Every applicant shall set forth in its application to the Commission, in the manner and form indicated, the following information: (a) The applicant’s exact name and the address of its principal business office; (b) The name and address of the person authorized, on the utility’s behalf, to receive notices, inquiries, and communications regarding the information; (c) A statement describing the relationship between the utility and the contracting entity as defined by ORS 757.015, 757.490, 759.010, or 759.385; (d) The amount, kind, and ratio to total voting securities held, if applicable; (e) A list of all officers and directors of the affiliated interest who are also officers or directors of the applicant; (f) The pecuniary interest, directly or indirectly, of any officer or director who is a party to the contract; (g) A description of the goods or services to be provided, the cost incurred in providing each of the goods or services, the market value of the goods or services if different from the costs, and the method or methods proposed for pricing those goods or services; (h) An estimate of the amount the utility will pay annually for the goods or services and the accounts in which it will record the charges; (i) The reasons, in detail, relied upon by the utility for procuring the proposed goods or services from the affiliate and benefits, if any, utility customers and the general public will derive from the provision of goods or services; (j) A description of the procurement process and the reasons, in pertinent detail appropriate to the complexity of the procurement, relied upon by the utility for procuring the proposed goods or services without a competitive procurement process, if such a process is not used; (k) Transfer prices in contracts or agreements for the procurement of goods or services under competitive procurement shall be presumed to be the market value, subject to evaluation of the procurement process; (l) A copy of the proposed contract or agreement between the utility and the contracting entity; and (m) Copies of all resolutions of directors authorizing the proposed transactions and, if stockholders’ approval has been obtained, copies of the resolutions approved by the stockholders. (3) This rule shall not apply to utilities seeking to purchase or contracting to purchase, directly or indirectly, from any person or corporation having an affiliated interest as defined in ORS 757.015 or 759.010 or any corporation defined in 757.490(1) or 759.385(1): (a) Any service provided under a rate or schedule of rates filed with the Commission under ORS 757.210 or 759.180; or (b) Any service provided under a rate or schedule of rates which: (A) Has been filed with an agency charged with the regulation of utilities, (B) Has been approved as just and reasonable or in compliance with another comparable standard, and (C) Is available to a broad class of customers. (4) This rule shall not apply to telecommunications utilities electing price cap regulation under ORS 759.405 and 759.410.