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007 First Amended Petition in Condemnation with ExhibitsDISTRICT COURT, BOULDER COUNTY, COLORADO Boulder County Justice Center 1777 6th Street Boulder, Colorado 80302 Petitioner: THE CITY OF BOULDER, a Colorado Home Rule City, v. Respondents: PUBLIC SERVICE COMPANY OF COLORADO, a Colorado Corporation, d/b/a XCEL ENERGY, MORGAN GUARANTY TRUST COMPANY OF NEW YORK; and PAUL WEISSMANN, in his official capacity as Treasurer of Boulder County. Attorneys for Petitioner, City of Boulder: Attorney Name: Office of the Boulder City Attorney Thomas A. Carr, No. 42170, City Attorney Kathleen E. Haddock, No. 16011, Senior Counsel Address: P.O. Box 791 Boulder, Colorado 80306 Phone Number: 303.441.3020 Fax Number: 303.441.3859 Email: carrt@bouldercolorado.gov haddockk@bouldercolorado.gov Attorney Name: Hamre, Rodriguez, Ostrander & Dingess, PC Donald M. Ostrander, No. 12458 Richard F. Rodriguez, No. 25105 Address: 3600 S. Yosemite Street, Suite 500 Denver, Colorado 80237 Phone Number: 303.779.0200 Fax Number: 303.779.3662 Email: dostrander@hrodlaw.com rrodriguez@hrodlaw.com  COURT USE ONLY  Case No. 2019CV030637 Division: 5 FIRST AMENDED PETITION IN CONDEMNATION 2 The City of Boulder, Petitioner (“City” or “Petitioner” or “Boulder”), by and through its attorneys, alleges as follows: GENERAL ALLEGATIONS 1. The City is a home rule city of the State of Colorado organized and existing under a home rule charter pursuant to the Colorado Constitution, Article XX. 2. The City’s authority to maintain this proceeding is set forth in Article XX, sections 1 and 6 of the Colorado Constitution, in Article 1, sections 2(b) and (d) and Article XIII, section 180(a) of the Home Rule Charter of the City of Boulder, and C.R.S. § 38-5-105. 3. The City has the power to construct, condemn, purchase, acquire, add to, maintain, conduct, and operate public utilities or works or ways, in whole or in part within or without its territorial limits and everything required therefore pursuant to the Colorado Constitution, Article XX, sections 1 and 6. 4. Colorado Constitution, Article XV, section 8 states: “The right of eminent domain shall never be abridged nor so construed as to prevent the general assembly from taking the property and franchises of incorporated companies and subjecting them to public use, the same as the property of individuals” Article XX states, in part, that home rule cities: . . . shall have the power, within or without its territorial limits, to construct, condemn and purchase, purchase, acquire, lease, add to, maintain, conduct, and operate water works, light plants, power plants, transportation systems, heating plants, and any other public utilities or works or ways local in use and extent, in whole or in part, and everything required therefore, for the use of said city and county and the inhabitants thereof, and any such systems, plants, or works or ways, or any contracts in relation or connection with either, that may exist and which said city and county may desire to purchase, in whole or in part, the same or any part thereof may be purchased by said city and county which may enforce such purchase by proceedings at law as in taking land for public use by right of eminent domain, . . . (emphasis added). 5. The Property to be acquired is comprised of existing electric distribution facilities from connection to the electric transmission grid operated by Respondent Public Service Company of Colorado d/b/a Xcel Energy and its parent holding company, Xcel Energy, Inc., (“Xcel”) extending to customer meters within the City and the property interests necessary to operate those facilities as more specifically described below (the “Property”). 6. The Project for which the Property is being acquired is to separate the existing electrical distribution system serving customers in the vicinity of the City into two separate distribution systems from the substation to the customer meter, one serving only customers 3 within the City (the “Boulder System”) and the other serving customers of Xcel (the “Xcel System”), by reconfiguration of the existing equipment and the addition of new facilities so that each system can be operated independently of the other in order to distribute electricity to the respective retail customers of the City and Xcel, as more particularly described below (the “Project”). 7. The City has complied with all conditions precedent for the exercise of its condemnation powers in this case. 8. This proceeding is brought pursuant to the procedural provisions of C.R.S. § 38- 1-101, et seq., as amended. 9. Petitioner is informed and believes that PSCo and its parent holding company, Xcel, as its interests may appear with respect to the Property (collectively, “Xcel” or the “Respondent”), own the Property. 10. Respondent Morgan Guaranty Trust Company of New York, a banking corporation organized and existing under the laws of the State of New York, serves as Trustee under an Indenture between it and Xcel dated October 1, 1993, and recorded with the Boulder County Clerk and Recorder on October 13, 1993 in Film 1888 at Reception No. 01347991, as amended with Supplemental Indentures recorded June 8, 2016 at Reception No. 03522968, to issue and provide security for bonds, notes and other indebtedness to provide funds to Xcel (the “Indenture”). The Indenture encumbers lands and interests of Xcel used in its electric utility business “except land and interests in land which have been specifically released from such Lien” which may include some or all of the Property. 11. Respondent Paul Weissmann as Treasurer of Boulder County is joined as a Respondent pursuant to C.R.S. § 39-3-134. 12. Insofar as it is known to the Petitioner, upon its exercise of due diligence, there are no other persons or entities who may claim any right, title, or interest in or to the Property. 13. Petitioner is informed and believes this action does not affect the property of any persons in a guardianship or conservatorship. 14. The Property is located in the County of Boulder, Colorado, which is the county in which this action is brought. 15. Venue is proper in Boulder County District Court. 16. All Property, including property interests, facilities and equipment sought in this proceeding are subject to acquisition by the Petitioner and necessary for the Project. 4 17. The Property is being acquired for a public purpose and in furtherance of a public use: establishing, erecting, maintaining and operating a municipal light and power utility for the use of the City and its inhabitants. The public purpose is further defined as the Project below. 18. Petitioner has negotiated in good faith with Xcel in an attempt to acquire the Property but has been unable to reach a mutual agreement. The just compensation to be paid for the Property cannot be agreed upon and further negotiations would be futile. THE PROPERTY 19. The facilities portion of the Property consist of over 100,000 pieces of equipment such as 13.2 kilovolt (“kV”) (and lower voltage rated) electrical lines, transformers, meters, customer service drops, towers, poles, braces, anchors, crossarms, cables, conduits, conductor, switching stations, high tension apparatus, control and protective equipment, customer meters, streetlights, appurtenances and related fixtures. 20. The Property is part of a working system that changes on a regular basis as customers relocate and construction occurs. The Exhibits made a part of this filing are a snapshot in time of that dynamic system provided by Xcel to the City as part of the PUC proceedings in Proceeding No. 15A-0589E (the “PUC Proceedings”). Boulder will use the provisions of C.R.S. § 38-1-104 to amend the Petition to reflect any changes made necessary by further proceedings at the PUC, changes made in the normal course of business, and any other Project requirements. 21. The City has identified all of the facilities and the property interests in Excel spreadsheets and PDF diagrams, and the location of all of the facilities within the property interests in Geographic Information System (GIS) format. The spreadsheets and the mapping in GIS format have been provided to Xcel. Printing the spreadsheet for the facilities would require over 1500 pages of legal-size paper. 22. Certain information related to the facilities and property interests and the precise location constitutes critical electric infrastructure information subject to restrictions on disclosure established under the authority of state or federal law (e.g. C.R.S. § 24-33.5-1602, or 42 U.S.C. § 5195c(e)) (referred to as “CEII”). 23. Because the spreadsheets, diagrams, and mapping in GIS format are CEII, the City will file a Motion for Protective Order so that upon issuance of a Protective Order they can be provided to the court and other Respondents maintaining the confidential nature of that information. 24. There are three spreadsheets, diagrams of the substations, and one GIS map itemizing portions of the Property with summaries of each attached as public exhibits: A. Amended Exhibit 1 is the spreadsheet listing the distribution equipment that are not substation assets (the “Facilities Spreadsheet”) to be acquired. Amended Exhibit 1 attached hereto shows the summary of the assets on the 5 Facilities Spreadsheet and provides the location of the spreadsheet that contains 1597 pages identifying the facilities individually. B. Amended Exhibit 2 is the list of documents that describe properties that may include facilities on the Facilities Spreadsheet (the “Property Spreadsheet”) to be acquired. Amended Exhibit 2 is in three parts: Part 1 contains the recorded property interests identified by Xcel and the City in a October 24, 2018 filing in the PUC Proceedings which include facilities the City intends to acquire; Part 2 contains the unrecorded property interests identified by Xcel as containing facilities for the Boulder System; and, Part 3 contains the recorded property interests identified by Xcel and the City after the October 24, 2018 filing in the PUC Proceedings which include facilities the City intends to acquire. Amended Exhibit 2, Part 1contains 968 recorded documents, Part 2 contains 20 unrecorded documents provided to the City by Xcel from its records; and, Part 3 contains 140 recorded documents. C. Amended Exhibit 3 is the portion of the distribution equipment that is substation assets and the area in each substation that the City is acquiring in fee or by easement (the “Substation Spreadsheet”). Amended Exhibit 3 attached hereto is the spreadsheet listing all of the substation facilities to be acquired with location information redacted. D. Confidential Exhibit 4 has been withdrawn. 25. The Property sought for acquisition in this proceeding includes: A. All of the facilities, equipment and property interests identified on Amended Exhibit 1 and Amended Exhibits 2 and 3; B. All appurtenances to the facilities identified which include items such as customer meters, manholes, automated switches, services and secondaries, vaults, guys, and fiber optic and communication facilities; C. All streetlights within the City; D. Facilities that are not used or useful, such as SmartGrid equipment, or that are obsolete, but that could interfere with the Boulder System if they were abandoned or retired in place; E. Temporary construction easements that may be necessary to implement the Project; F. Any other distribution facilities and associated appurtenances and property interests that are used or useful for customers inside the City and were not 6 included in the model provided by Xcel, which model is described below; and G. Agreements between Xcel and third parties which are necessary to operate the Property or for third parties use of the Property, such as pole attachment agreements. 26. The one-line and general arrangement diagrams of each substation showing the location of the existing facilities identified on Amended Exhibit 2 have been provided to Xcel with the original Petition. 27. A GIS Map including all of the facilities described on Amended Exhibits 1, 2 and 3 and appurtenances in GIS format was provided to counsel for Xcel on July 15, 2019. 28. Amended Exhibit 1 (Facilities Spreadsheet) was created from a model of the existing distribution facilities serving Boulder customers provided by Xcel in 2016 and updated in 2018 as part of the PUC Proceedings described below. 29. Amended Exhibit 1 contains the portion of the list of facilities that was submitted in the PUC Proceedings and approved by Xcel as facilities subject to transfer approval by the PUC. 30. Amended Exhibit 2 (Property Spreadsheet) contains some of the documents that were included on a spreadsheet that was prepared by Xcel in Excel as part of the PUC Proceeding. 31. Amended Exhibit 3 (Substation Spreadsheet) and was created from the SIS Reports dated October 31, 2018 and December 19, 2018 in response to the City’s application for load-to- interconnection under Xcel’s Open Access Transmission Tariff approved by the Federal Energy Regulatory Commission (the “FERC”). 32. Xcel is thoroughly familiar with the location of the Property as it has constructed, operated, and maintained the facilities for many years. 33. The Substation Assets to be acquired are located at four substations - Boulder Terminal, Leggett, NCAR, and Gunbarrel. The Substation Assets include: A. Acquisition of the land for a substation for the City adjacent to Xcel’s Leggett substation; B. Easements for access within the fences of the Boulder Terminal, NCAR, and Gunbarrel substations; and C. Easements for the facilities that will be acquired within the fences of the Boulder Terminal, NCAR, and Gunbarrel substations including all facilities from the transmission voltage system demarcation point to the medium voltage distribution switchgear and equipment. 7 34. Any Property that is physically located with facilities Xcel will retain in the same easement is subject to the Easement Sharing Agreement between Xcel the City dated November 16, 2018 (attached as Exhibit 5). 35. The Substation Facilities are subject to such co-location agreements as may be agreed upon by the parties. 36. The Property does not include: A. Accounts receivable, claims, credits, demands and judgments, customer deposits, permits, licenses or franchises, patents, patent licenses, applications, or other patent rights, trade name, trademarks, copyrights, logos, manuals, proprietary software, best practices studies, chooses in action and other intangibles, including, without limitation computer software; B. Any motor vehicles, movable equipment, or rolling stock; C. Any facilities or real property interests that are not included in Xcel’s system of plant accounts maintained in accordance with the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Provisions of the Federal Power Act (18 C.F.R. Part 101) (the “Uniform System of Accounts”) at its original cost (as the term “original cost” is defined in Uniform System of Accounts Definition No. 23) less accumulated depreciation (as the term “depreciation” is defined in Uniform System of Accounts Definition No. 12); D. Going concern value of assets; E. Transmission or generation facilities for electricity; F. Distribution or transmission facilities for natural gas; G. Any facilities necessary for Xcel to retain after completion of the Project to serve its customers; H. Any new facilities, equipment or systems planned by Xcel but not used or useful in providing electric distribution service to Boulder customers on or before the date of valuation; or I. Any deposits Xcel may have received from customers or any agreements with customers. THE PROJECT 37. The plan for the reconfiguration of existing equipment and installation of new equipment to create the Boulder System and the Xcel System is the “Separation Plan.” 8 38. The Project includes: A. Acquisition of the Property, completion of the Separation Plan, the work necessary to transfer customers to the Boulder System or the Xcel System (the “Cut-Over Plan”), and other work necessary as contemplated in the Agreement for Payment of Costs dated October 24, 2018, as amended (the “Cost Agreement”); and B. Installation of meters, and associated disconnection switches, protective devices and communications systems inside and outside of the substations to interface with each other and Xcel’s System in accordance with the Separation Plan; and C. The City is not paying for and the property is not being transferred to the City (a) unless the voters of the City authorize the construction portion of the Project at an election referred to as the Go/No-Go Vote in the Cost Agreement, and (b) until the Cut-Over Date as defined in the Cost Agreement; and D. The True-Up Costs, Cut-Over Work and all other work that is performed at Boulder’s expense as provided in the Cost Agreement; and E. Maintaining the ability to transfer power in the system for Xcel as it currently exists to distribute power to Xcel facilities and customers after completion of the Project. 39. As part of the Project, and in accordance with the System Impact Study Report for the six substations presently serving Boulder provided by Xcel to Boulder on October 31, 2018 and a second report on the alternative location provided on December 19, 2018, all as further described in Paragraph 69 of this First Amended Petition (collectively the “SIS Report”), the substations to be reconfigured and constructed as part of the Separation Plan include: A. Adjacent to the existing Sunshine substation, on property owned by the City, the City will construct a new substation to serve its customers. It will be connected to the transmission system outside of the existing substation fence. B. At the Boulder Terminal Substation, Boulder will own the distribution facilities and pay for new buswork and metering for the Xcel transmission facilities. C. At the Leggett Substation, Boulder will construct a new substation to the north of the existing substation on property to be acquired from Xcel to serve Boulder’s customers. Xcel will build a new 230kV transmission substation with a new electrical equipment enclosure and buswork, 9 metering and protective devices, all at Boulder’s expense. The new Boulder Leggett Substation will be connected to the transmission system outside the substation fence. D. At the NCAR Substation, Boulder will own the distribution facilities and pay for new buswork and metering for the Xcel transmission facilities and a new electrical equipment enclosure for Xcel. E. At the Gunbarrel Substation, Boulder will own the distribution equipment currently owned by Xcel and pay for construction of a new electrical equipment enclosure for Xcel. F. At the new substation at the City’s Wastewater Treatment Plant, Boulder will construct a new substation to serve its customers and Xcel will construct a new interconnection substation at Boulder’s expense. 40. The Project does not include: A. Acquisition or construction of any facilities at the Niwot substation; or B. Any electric generation or transmission facilities, or any natural gas transmission or distribution facilities, or property interests necessary for such facilities. 41. After completion of the Project, none of the City’s distribution facilities will be co-located with Xcel distribution facilities in any of the substations. 42. In paragraph 114 of the 2017 PUC Decision defined in Paragraph 59 of this First Amended Petition, the PUC concluded that “Public Service will be able to continue to provide safe, reliable and effective service post separation in accordance with good utility practice and industry standards in the design, construction, and operation of its system” if Boulder complies with the conditions of the 2017 PUC Decision. 43. Pursuant to the terms of the Cost Agreement defined in Paragraph 38.A. of this First Amended Petition, all of the work to accomplish the Project is being paid for by the City. 44. The Separation Plan is designed to maintain or exceed the existing safety, effectiveness and reliability of the of the Xcel System after implementation of the Project. BOULDER ELECTIONS AND PAST PETITION IN CONDEMNATION 45. On November 1, 2011, voters in the City approved Ballot Question 2C, which adopted a new Chapter XIII to the Boulder Home Rule Charter providing for the City to operate its own electric utility under specified circumstances, including acquiring existing assets from the 10 Respondent. The process for the change of the retail distribution provider from an investor-owned utility such as Xcel, to a municipality is often referred to as “Municipalization.” 46. On November 7, 2017, voters in the City approved Ballot Question 2O by 82.77% to 17.23% to change the charter to allow the voters to determine whether to proceed after knowing costs of municipalization. 47. On August 20, 2013 Ordinance 7918 was adopted by the Boulder City Council, which authorizes the City to exercise its power of eminent domain in this case. Ordinance 7918 can be found at https://documents.bouldercolorado.gov/weblink8/0/doc/123436/Page1.aspx. 48. On July 17, 2014, the City filed a Petition in Condemnation for acquisition of property from the Respondent for the City Utility in Civil Action No. 2014CV30890. 49. On August 12, 2014, Respondent filed a Motion to Dismiss. 50. On February 13, 2015, the Court granted the Motion to Dismiss relying on its ruling in Case No. 2014CV30047 that the Colorado Public Utilities Commission (the “PUC”) had to decide how the facilities would be divided, assigned and jointly used to protect the utility system’s effectiveness, reliability, and safety. THE 2014 BOULDER APPEAL OF 2013 PUC DECISION 51. On January 28, 2014, the Boulder District Court in Case No. 2014CV030047 granted Boulder’s Writ of Certiorari to review PUC Decision C13-1530 Decision Issuing Declaratory Orders dated October 29, 2013 and 13-1550 Decision Denying Boulder’s Application of Rehearing, Re-argument, or Reconsideration dated December 18, 2013 in PUC Proceeding No. 13D-0498E (the “PUC 2013 Decision”). 52. On January 14, 2015, the District Court affirmed the PUC 2013 Decision (the “2015 District Court Decision”), finding: A. The PUC action only delays [emphasis in original] Boulder’s constitutional right to eminent domain, a delay that would necessarily occur at some point in time prior to finalizing the utility municipalization to provide PUC its constitutional right to investigate and determine how the facilities should be assigned, divided, or jointly used to protect the system’s effectiveness, reliability, and safety, as well as any other matters affecting the public interest. 2015 District Court Decision at 8. B. Boulder has a constitutional right to condemn facilities in unincorporated Boulder County for its city utility municipalization, but it does not have a constitutional right to usurp the PUC’s constitutional right to regulate facilities and services that serve utility customers in unincorporated Boulder County. 2015 District Court Decision at 11. 11 53. In the 2015 District Court Decision, Judge LaBuda ruled: A. Therefore, it is necessary and appropriate for the PUC to determine how facilities should be assigned, divided, or jointly used to protect the system’s effectiveness, reliability, and safety. Such a determination must be made prior to the City’s condemnation of property for utility municipalization. 2015 District Court Decision at 12. B. This finding does not abrogate the City’s constitutional right to eminent domain, but rather just delays the City’s constitutional right, a delay that would necessarily occur at some point in the process. Id. Pg. 12. 54. The 2015 District Court Decision is limited to circumstances where the City intends to serve customers outside its boundaries: In assessing the operation of utilities outside the boundaries of a municipal, “the PUC must . . . be allowed the power to resolve jurisdictional disputes between municipalities and private utilities companies over who is to serve areas outside municipal boundaries” quoting Loveland v. Pub. Utils, Comm’n, 580 P.2d 381, 385 (Colo. 1978) . . . what matters is the fact that Boulder seeks to include non-resident customers in its service area. Service to non-resident customers thus invokes PUC jurisdiction and regulation. 2015 District Court Decision at 7. 2015 PUC PROCEEDINGS 55. On July 7, 2015, the City filed an Application for Approval of the Proposed Transfer of Assets with the PUC in Docket No. 15-A0589E (the “PUC Proceedings”). The plan for separation of assets for this First Application was virtually the same as the plan considered as part of the 2015 District Court Decision, including serving customers outside the City boundaries. 56. On December 30, 2015, in Decision No. C15-1360-I the PUC dismissed a portion of the Application that provided for Boulder seeking transfer of assets that served Xcel customers exclusively and granted the City’s request to file a supplemental application. 57. On September 28, 2016, the City filed its Second Application that eliminated its request for transfer of facilities that serve Xcel customers outside the boundaries of the City, and proposed, (a) for the City and Public Service to provide back-up service to the other or to have no interconnection at the distribution level of either system, (b) for a Transition Period during which time construction would occur to separate the existing system into two systems and the City would own the facilities it acquired and bill its customers, and Xcel would retain its facilities and bill its customers, and (c) a Gradual Departure Plan allowing Boulder to buy power from Xcel until the native load needed more generation. 12 58. On May 12, 2017, the City filed its Third Application which eliminated the Gradual Departure Plan and provided for four phases for division of the existing system into two systems so that the PUC retained oversight and approval of the separation construction, the transfer of service from the existing system to the Boulder System, and Boulder’s reimbursement of Xcel’s prudently incurred costs on separation construction. THE 2017 PUC DECISION 59. On September 14, 2017, the PUC issued Decision No. C17-0750 Granting, in Part and with Conditions, and Denying, in Part, Third Supplemental Verified Application in Proceeding 15A-0589E, a copy of which is attached as Exhibit 6 (the “2017 PUC Decision”). 60. The 2017 PUC Decision approved the designation of assets for transfer outside of substations subject to Boulder satisfying three conditions, (1) an agreement providing Xcel with permanent property rights for any distribution facilities it retains within the City boundaries to serve Xcel customers; (2) a corrected list of facilities and list of property interests for those facilities; and (3) an agreement for Boulder to pay all costs incurred by Xcel in the separation of the systems. 61. On October 26, 2018, the City and Xcel submitted a Joint Filing to the PUC in order to satisfy the conditions of the 2017 PUC Decision including, the Interim Agreement for Payment of Costs, the Agreement for Payment of Costs (collectively the “Cost Agreement”), the Easement Sharing Agreement, and the Permanent Easement Agreement, all four agreements between Xcel and the City, and corrected lists of assets (Exhibit 5A for facilities and Exhibit 5B for property interests) (the “2018 Joint Filing”). 62. Xcel filed a Notice of Withdrawal from the list of assets portion of the 2018 Joint Filing, in part because the City had authorized acquisition of Xcel’s facilities. 63. Subsequent to filing of its Notice of Withdrawal, Xcel has agreed that the list of facilities made part of the Joint Filing as Exhibit 5A is accurate. 64. As recognized by the PUC in the 2017 PUC Decision, the City does not intend to acquire all of the properties in Exhibit 5B, but only portions thereof that include facilities on Exhibit 5A. 65. The 2017 PUC Decision was adopted by the PUC to “satisf[y] the requirements stemming from the Boulder District Court.”1 66. The 2017 PUC Decision recognized that the PUC does not have jurisdiction when the municipality operates to serve customers solely within its boundaries: 1 References to Order Re: Judicial Review of the Colorado Public Utilities Commission Decision, City of Boulder v. Pub. Uils. Comm’n, Case No. 14CV30047 (Boulder Dist. Ct., January 14, 2015) will hereinafter be referred to as the “Boulder District Court Decision.” 13 It was clear to the judge that the Commission does not have jurisdiction to exercise its authority under article XXV when a municipal operates a utility solely within its boundaries under article XX. Paragraph 96 of Decision. 67. After completion of the Project, the Property defined herein will not serve any customers outside of the City boundaries; it will only serve customers within the City boundaries. THE FERC-REGULATED OATT PROCESS 68. The 2017 PUC Decision provided (at Paragraphs 128-130) that the separation of facilities at substations would be accomplished as provided for in a transmission load interconnection process to be initiated by an application by Boulder under Xcel’s Open Access Transmission Tariff (the “OATT”) approved by the FERC. 69. The City submitted its Load to Transmission Interconnection System Impact Study (“SIS”) Request to Xcel pursuant to its OATT on January 9, 2018. Xcel thereafter completed the System Impact Studies requested by the City and delivered to the City a report (the “SIS Report”) outlining its conclusions concerning the conditions and configurations under which Xcel could connect the electric demand to be served by the Boulder System to the electric transmission grid operated by Xcel. 70. The City accepted Xcel’s configuration proposals in the SIS Report for substations at Sunshine, Boulder Terminal, Leggett, NCAR, Gunbarrel and the Wastewater Treatment Plant. 71. The SIS Report contemplates that the City would (a) acquire all of the distribution facilities in the Boulder Terminal and NCAR Substations; (b) acquire Xcel’s distribution facilities at the Gunbarrel Substation (Boulder Terminal, NCAR and Gunbarrel Substations shall be referred to as the “Boulder Distribution Substations”); and (c) build three new substations; one adjacent to the Sunshine and Leggett Substations, and the third on property owned by the City (to be referred to as the “New Boulder Substations”). Collectively both the Xcel and City portions of the Boulder Distribution Substations and the New Boulder Substations shall be referred to as the “Substations.” 72. The SIS Report included a list and location of the existing equipment that would become part of the Boulder System. The SIS Report also identified the location of new Boulder equipment in both existing and new substations and the demarcation location between Boulder and Xcel. Finally, the SIS Report identified where the Boulder distribution system would interconnect with the Xcel transmission system. 73. The property interests and assets described on the Substation Asset list were derived from the SIS Report. 74. Effective May 7, 2019, the City and Xcel entered into a Facilities Study and Detailed Engineering Design Agreement that provides for the next phase of the OATT process (the “Facilities Study Agreement”) and the engineering design for the City and Xcel construction 14 reconfiguring the existing facilities for both the Xcel and City systems, and the new facilities for both the Xcel and City Systems. The Facilities Study is scheduled to be completed by July 8, 2019. 75. The SIS Agreements were filed with the FERC in Docket Nos. ER 18-1502-000 and ER 19-141-000 and the Facilities Study Agreement was filed with the FERC in Docket No. ER 19- 1784-000. All were accepted by the FERC for filing under § 205 of the Federal Power Act. 76. Because the transmission-to-load interconnection process is an element of the obligation delineated by the FERC on the part of an owner of electric transmission facilities to provide open access to its transmission system, the other substation agreements between the parties will likely also be filed with FERC. THE ACQUISITION PROCESS 77. On December 4, 2018, the Boulder City Council adopted Ordinance 8302 that authorized acquisition of the Property, including by condemnation, if necessary. The ordinance is attached as Exhibit 7. 78. By Ordinance 8302, the City determined there is a need and necessity and that it is in the public’s best interest for the City to acquire the Property. 79. On January 31, 2019, the City sent its Notice of Intent to Acquire to Xcel and has attempted since then to meet with representatives of Xcel to determine a purchase price for the Property. 80. On June 12, 2019, the City sent its Final Offer and requested a response by June 26, 2019. 81. Xcel has not responded to the Final Offer. 82. Negotiations have failed and further negotiation at this time would be futile. 83. Xcel has indicated that it will not discuss purchase price with the City prior to certain PUC action that require months to years of process; and therefore, further attempts at good faith negotiations by the City would be futile. 84. The 2017 PUC Decision prohibits the transfer of the Property until the Cut-Over Date to require Xcel to maintain and operate the Property until the Boulder System and the Xcel System can operate independently. 85. The Cost Agreement defines how changes in the Property and appreciation or depreciation of the Property between (a) the determination in this proceeding of the just compensation before the Go/No-Go Vote and (b) the Cut-Over Date (the “Construction Period”). 86. Except as provided in the Cost Agreement, no further adjustments to the just compensation are to be made as a result of circumstances during the Construction Period. 15 NO DAMAGES 87. After Petitioner’s completion of the Project, Xcel’s electric distribution system will be safe, effective and reliable. 88. As a result of the Project, Xcel will suffer no damages to its electric distribution system. 89. As a result of the Project, the Xcel electric distribution system is specifically benefitted. REQUESTS FOR RELIEF WHEREFORE, Petitioner requests this court enter Orders as follows: 1. That if ownership or interests in the Property are not correctly set forth herein, then the Respondents be required to set forth by Answer the extent of their respective interests and the names and addresses of any other interested persons or entities and the nature and extent of their interest. 2. That the just compensation to be paid for the acquisition of the Property be determined in the manner provided by law. 3. That the Petitioner have judgment condemning the Property and that a Rule and Order be entered conveying the Property to the Petitioner upon Petitioner’s payment of just compensation as determined by the Court. 4. That the Respondent be ordered to make and prosecute, in a timely and expeditious manner, in cooperation with the Petitioner, such regulatory filings before regulatory tribunals charged with supervising the public’s interest with respect to the involuntary transfer of utility assets as may be necessary and appropriate to effectuate the transfer of ownership of the Property from the Respondent to the Petitioner. 5. Any additional relief as may be deemed just and proper. Respectfully submitted this 22nd day of July 2019. BOULDER CITY ATTORNEY’S OFFICE By: /s/ Kathleen E. Haddock Thomas A. Carr, City Attorney Kathleen E. Haddock, Senior Counsel 16 HAMRE, RODRIGUEZ, OSTRANDER & DINGESS, P.C. By: /s/ Donald M. Ostrander Donald M. Ostrander Richard F. Rodriguez ATTORNEYS FOR PETITIONER Address of Petitioner: City of Boulder P.O. Box 791 Boulder, Colorado 80306 CERTIFICATE OF SERVICE I hereby certify that on the 22nd day of July 2019, a true and correct copy of the foregoing FIRST AMENDED PETITION IN CONDEMNATION was filed and served via Colorado Courts E-Filing or served via email or placed in the United States mail, first class, postage prepaid, and properly addressed to the following: John R. Sperber Sarah M. Kellner Brandee L. Caswell Matthew Dumont Clark Katharine M. Gray Sean J. Metherell FAEGRE BAKER DANIELS LLP 1144 Fifteenth Street, Suite 3400 Denver, Colorado 80202 Attorneys for Public Service Company of Colorado d/b/a Xcel Energy Morgan Guaranty Trust Company of New York JP Morgan Chase Bank 1111 Polaris Parkway Columbus, OH 43240 Respondent Paul Weissmann, in His Official Capacity as Treasurer of Boulder County Olivia D. Lucas - olucas@bouldercounty.org Boulder County Attorney’s Office P.O. Box 471 Boulder, Colorado 80306 By: /s/ Rewa Ward Rewa Ward City of Boulder, City Attorney’s Office Created and Collaboratively Updated by Boulder and PSCo in October 2018 from 2018 System DataBoulder System Distribution Asset TotalsAsset NameAsset Database FieldCurrent OwnershipTotal Asset Record Count Existing Install Remove/Retired Units Description Total Feet/Qty.Anchor GuyAnchor_Guy_Location.shpPSCo27842708 3442Qty.2784BusbarBusbar_Route.shpPSCo20031964 327Qty.2003Capacitor RackCapacitor_Rack_Location.shpPSCo5857 10Qty.58Duct BankDuct_Bank_Actuai_Route.shpPSCo1488 *127783 78124392Feet Total Length 139987Elbow LocationElbow_Location.shpPSCo10094 60Qty.100Electric LocatorElectric_Locator_Location.shpPSCo1100Qty. 1Lot CentroidLot_Centroid_and_Premise_location.shpServed by PSCo28546N/A N/AN/AQty.28546OH FuseOH_Fuse_Location.shpPSCo130412662315Qty.1304375970251436FeetSingle Phase377431160690260FeetDouble Phase16329430164 3239972FeetThree Phase434376Overhead Secondary Change MarkerOH_Secondary_w_wires_Change_Marker.shpPSCo14331400 033Qty.1433Overhead Secondary WiresOH_Secondary_w_wires_Route.shpPSCo7372 *804825 633217090Feet Total Length 828247Overhead SwitchOH_Switch_location.shpPSCo326320 51Qty.32630 0 Qty.0kVA 310 0 Qty.5kVA 121 00Qty. 10kVA2131 00Qty. 15kVA310 00Qty. 20kVA0391 07Qty. 25kVA3986 00Qty. 30kVA60 00Qty. 35kVA02 00Qty. 37.5kVA21 00Qty. 40kVA13 00Qty. 45kVA3336 00Qty. 50kVA33626 02Qty. 75kVA2840 00Qty. 100kVA403 00Qty. 110kVA31 00Qty. 115kVA14 00Qty. 125kVA428 00Qty. 150kVA283 00Qty. 167kVA31 00Qty. 215kVA12 00Qty. 225kVA21 00Qty. 267kVA118 00Qty. 300kVA182 00Qty. 500kVA214 00Qty. Unknown14Overhead Transformer Secondary ConnectionOH_Transformer_Bank_Secondary_Connection.shpPSCo14121402 010Qty.1412Overhead Transformer Secondary LocationOH_Transformer_Bank_Secondary_Location.shpPSCo14121402 010Qty.1412Transformer PadPad_location.shpPSCo26102600 17Qty.2608Service PedestalPedestal_Location.shpPSCo0000Qty.0Pole BracePole_Brace_location.shpPSCo1100Qty.1Pole  Pole_location.shpPSCo1068110054 100527Qty.10681Power Quality MeterPower_Quality_Meter_Location.shpPSCo9900Qty. 9Primary Intersect ConnectPrimary_Intersect_Connect_Location.shpPSCo6600Qty. 6Primary Meter Customer ConnectionPrimary_Meter_Customer_Connection.shpPSCo3331 11Qty.33Primary MeterPrimary_Meter_Location.shpPSCo3532 21Qty.35Primary Open PointPrimary_Open_Point_Location.shpPSCo317307 73Qty.317Primary SplicePrimary_Splice_Location.shpPSCo379328 447Qty.379Recloser BankRecloser_Bank_Location.shpPSCo2020 00Qty.20RiserRiser_location.shpPSCo25642398 10462Qty.2564Secondary lnline DeviceSecondary_lnline_Device_location.shpPSCo196186 91Qty.196AMENDED EXHIBIT 1 Facilities Spreadsheet Summary Page 1 of 2The full 1579 pages of this Exhibit 1 with the facilities identified individually is available at: Bouldercolorado.gov ˃ Records Archive ˃ Browse Boulder’s Energy Future Document ˃ Litigation ˃ Condemnation ˃ 19 Boulder Asset Acquisition Public Exhibit 1 ItemizedThe spreadsheets include over 104,000 assets, including approximately 4445 distribution transformers, over 511 circuit miles of primary conductor, and approximately 10680 poles.  In addition, the assets to be approved for transfer include all ancillary assets and appurtenances to the assets listed, and all streetlights within the city limits. The ancillary assets and appurtenances include without limitation, equipment down stream, manholes, customer meters, services and secondaries, belts, automatic switches, fiber optic and  communication facilities. The asterisk by a number in the Total Asset Record Count ‐ Column E represents the number of records, not distance.  Total Feet/Qty ‐ Column K represents the distance.  As a result, the two columns do not match for the rows with an asterisk. WARNING:  If printed, it is estimated that the spreadsheets would use approximately 1600 pages of legal size paper.  Overhead Primary WiresOverhead Transformer BankOH_Transformer_Bank_Location.shpOH_Primary_w_Wires_Route.shpPSCo6415 *PSCo947Page 1 of 2 Boulder System Distribution Asset TotalsAsset NameAsset Database FieldCurrent OwnershipTotal Asset Record Count Existing Install Remove/Retired Units Description Total Feet/Qty.Secondary Open PointSecondary_Open_Point_Location.shpPSCo616602 77Qty.616SectionalizerSectionalizer_Bank_location.shpPSCo5500Qty. 5Span GuySpan_Guy_Route.shpPSCo557544 112Qty.557Splice BoxSplice_Box_location.shpPSCo13731217 35121Qty.1373Switch Switching_Facility_location.shpPSCo443433 82Qty.443Synchrophasor MeterSynchrophasor_Meter_Location.shpPSCo6600Qty. 6Underground Automatic Transfer OverUG_ATO_Location.shpPSCo6600Qty. 6Underground FuseUG_Fuse_Location.shpPSCo10671045175Qty.1067812770970567269Feet Single Phase 88974469000Feet Double Phase 690763874 34547 183815Feet Three Phase 982236Underground Secondary Change MarkerUG_Secondary_w_wires_Change_Marker.shpPSCo529499 030Qty.529Underground SecondaryUG_Secondary_w_wires_Route.shpPSCo12103 *913568 12955 63786Feet Total Length 990309Underground StructuresUG_Structure_Location.shpPSCo248219 1712Qty.248Underground SwitchUG_Switch_location.shpPSCo816802 104Qty.81616 10Qty. 0kVA17400Qty. 10kVA4733 11Qty. 25kVA735100Qty. 30kVA11105 131Qty. 50kVA1119210 30Qty. 75kVA213339 80Qty. 100kVA347297 22Qty. 150KkVA301901Qty. 167kVA10309 10Qty. 300kVA310186 40Qty. 500kVA19091 30Qty. 750kVA9449 30Qty. 1000kVA5234 00Qty. 1500kVA3414 00Qty. 2000kVA144 00Qty. 2500kVA451 01Qty. Unknown52Underground Transformer Secondary ConnectionUG_Transformer_Secondary_Connection.shpPSCo14211417 13Qty.1421Underground Transformer Secondary LocationUG_Transformer_Secondary_Location.shpPSCo26772633 395Qty.2677Underground Primary CableUnderground TransformerUG_Transformer_Location.shpPSCo3498UG_Primary_w_cables_Route.shpPSCo6370 *Page 2 of  2 REC_NO SHAPE_AREA APNEasement USEBIDS1152371 0.00000000000 131735000016PSCO Utility Easement805348993 994.63658587500146302403001PSCO Utility Easement8031070565 1792.35774366000 146302409011 ET AL PSCO MSTT Utilities Easement 80490817540 7620.94273025000 131735000016PSCO Elec Trans Dist Serv 8241974642 990.11538009400 146307022024PSCO NE Utility Easement 8442017668 148.51049575000 146307000088PSCO NE Utility Easement 8452455552 11601.52002380000146307022024PSCO NE Utility Easement 6512530153 92.22592865630 146307040014PSCO NE Utility Easement 7722741148 1995.36995469000146307021018PSCO NE Utitiies Easement 6932741148 394.22600840600146307099004PSCO NE Utitiies Easement 694290795 2000.00709312000146310000017PSCO MSTT Utilities Easement 882457823 5784.56685878000146310000017PSCO MSTT Utilities Easement 88400457823 1940.97343356000146310002006PSCO MSTT Utilities Easement 88300457823 88.29613496880 146310002009PSCO MSTT Utilities Easement 5/3/2018896861 16105.75934960000 MultiplePSCO MSTT Utilities Easement 235535819 16845.90202310000146310002013 and 014PSCO MSTT Utilities Easement 2322044611 6636.66158491000 146310474006 and 5001 PSCO NE Utility Easement 16792044612 9462.74399897000 146310475001 and 003 PSCO NE Utility Easement 16802170306 1373.85713763000146310401004 and 009PSCO NE Utility Easement 7401243006 1479.95725756000 146310003005PSCO MSTT Utilities Easement 236349004 299.99449803100 146311206002PSCO Utility Easement9331681731 1250.16748769000 146311211009 and 010 PSCO NE Utility Easement 9382069198 1030.59148325000 146311212004 and 005 PSCO NE Utility Easement 9392201272 1652.19048328000 MultiplePSCO NE Utility Easement 7033203439 1775.54708575000 MultiplePSCO NE Utility Easement 6173203440 3691.55179963000 146311221002PSCO NE Utility Easement 583587093 1200.52016987000PSCO Utility Easement93500587093 981.28129050000PSCO Utility Easement93690938074 1494.96072300000PSCO Elec Trans Dist Serv 204490938074 748.68615225000PSCO Elec Trans Dist Serv 2045656035 7279.20151187000 MultiplePSCO MSTT Utilities Easement 20691234655 10162.82128170000 MultiplePSCO MSTT Utilities Easement 211234655 3925.87274484000 MultiplePSCO MSTT Utilities Easement 104801234655 2186.49521278000 MultiplePSCO MSTT Utilities Easement 104201234655 1860.44049050000 MultiplePSCO MSTT Utilities Easement 1046AMENDED EXHIBIT 2 Part 1 Property Spreadsheet Part 1 of 3 Parts - Recorded Documents compiled through January 2019. 01234655 1708.48584797000 Multiple PSCO MSTT Utilities Easement 103201234655 1527.42138884000 Multiple PSCO MSTT Utilities Easement 103401234655 1354.28717341000 Multiple PSCO MSTT Utilities Easement 104701234655 1188.97888256000 Multiple PSCO MSTT Utilities Easement 104301234655 798.34317728100 Multiple PSCO MSTT Utilities Easement 104401234655 782.55939500000 Multiple PSCO MSTT Utilities Easement 104501234655 702.79625675000 Multiple PSCO MSTT Utilities Easement 10331236868 3060.26323547000 Multiple PSCO MSTT Utilities Easement 201236868 2017.44870747000 Multiple PSCO MSTT Utilities Easement 301236868 873.32045534400 Multiple PSCO MSTT Utilities Easement 101236868 645.39491900000 Multiple PSCO MSTT Utilities Easement 401236869 5280.47807034000 Multiple PSCO MSTT Utilities Easement 701236869 2722.28722172000 Multiple PSCO MSTT Utilities Easement 1001236869 2421.36102519000 Multiple PSCO MSTT Utilities Easement 801236869 733.26456568700 Multiple PSCO MSTT Utilities Easement 501236869 599.17855781300 Multiple PSCO MSTT Utilities Easement 601236869 294.28608743800 Multiple PSCO MSTT Utilities Easement 91242209 669.23924581300 Multiple PSCO MSTT Utilities Easement 107901242209 546.29454415600 Multiple PSCO MSTT Utilities Easement 108201242209 493.69862306300 Multiple PSCO MSTT Utilities Easement 108001242209 477.98492565600 Multiple PSCO MSTT Utilities Easement 10811948950 565.37555118800 Multiple PSCO NE Utility Easement 1083563498 367.08876687500 Multiple PSCO Utility Easement 115000563498 243.52344571900 Multiple PSCO Utility Easement 115100563498 120.30896465600 Multiple PSCO Utility Easement 1149582053 399.98676375000 Multiple PSCO Underground Utility Easement1152627272 691.58925250000 146317316011 and 012 PSCO MSTT Utilities Easement 1153696637 271.59928068800 Multiple PSCO MSTT Utilities Easement 1154756315 292.74622481300 Multiple PSCO MSTT Utilities Easement 1188364652 10296.69179060000 Multiple PSCO Utility Easement 206590829576 10597.96526680000 146317326001 and 003 Elk Park Sub Plat PSCO Easement 122590697289 2245.03204819000 146318101002, 146318113001Deed to PSCO 18011060413 300.00622184400 146318110001 and 002 PSCO MSTT Utilities Easement 122190650706 19561.88189220000 Multiple PSCO Electric Trans Dist Service 181590691863 2749.95704694000 146318115001 and 002 PSCO Electric Trans Dist Service 181690835146 691.99980718700 146318119002 PSCO Elec Trans Dist Serv 1268 2481185 1268.98560169000 146318109014 PSCO NE Utility Easement 7282534277 3166.28499572000 146318109013 PSCO NE Utility Easement 7702134625 64.90458434380 146318225002 PSCO NE Utility Easement 7462134625 63.58961912500 146318225002 PSCO NE Utility Easement 74702134625 1585.47749675000 146318225001, 002, 003 PSCO NE Utility Easement 7532783463 533.31331993800 146318206025 PSCO NE Utility Easement 6293215051 786.53391453100 146318254001 PSCO NE Utility Easement 61603215051 4269.94264775000 146318254001 and 002 PSCO NE Utility Easement 62103215051 3344.25266206000 146318254001 and 002 PSCO NE Utility Easement 61803215051 2558.56830484000 146318254001 and 002 PSCO NE Utility Easement 62303215051 2465.15382403000 146318254001 and 002 PSCO NE Utility Easement 62203215051 1304.71380803000 146318254001 and 002 PSCO NE Utility Easement 62603215051 747.11822640600 146318254001 and 002 PSCO NE Utility Easement 6242069195 2201.45964603000 146318224001 and 002 PSCO NE Utility Easement 194800276485 1445.33320600000 146318415014 and 015 PSCO Utility Easement 1209696634 391.14625250000 46318322002 and 66001 PSCO MSTT Utilities Easement 1214924097 485.07733815600 146318332005 PSCO MSTT Utilities Easement 121501005286 550.81919331300 146318314002 PSCO MSTT Utilities Easement121801321074 1339.67775984000 146318351002 and 003 PSCO MSTT Utilities Easement 12441799526 2606.68484225000 146318317003 PSCO NE Utility Easement 12462170310 739.34783209400 146318349002 PSCO NE Utility Easement 7382607875 1066.95150487000 146318346001 PSCO NE Utility Easement 7611770808 337.36192984400 146318301006 PSCO NE Utility Easement 19582857091 499.99791496900 146318359002 PSCO NE Utility Easement 193890763991 805.00542500000 Multiple PSCO Electric Trans Dist Service181890763992 805.00918000000 146318333005 PSCO Electric Trans Dist Service 180290763993 1650.00350600000 Multiple PSCO Electric Trans Dist Service 181990949847 2798.63043419000 146318315007 and 6002 PSCO Electric Underground Utility 127090687652 7410.02147791000 Multiple PSCO Electric Trans Dist Service 141200443140 300.00264984400 146319113015 PSCO Utility Easement 129100616789 351.54396025000 146319100035 and 036 PSCO Utility Easement 1308948043 880.62505500000 146319101001 PSCO MSTT Utilities Easement 13311234657 99.99521331250 146319101004 PSCO MSTT Utilities Easement 13362573508 1119.99572316000 146319109003 PSCO NE Utility Easement 67202621199 201.21307043800 146319102004 PSCO NE Utility Easement 76890541961 2957.04274313000 146319104003 PSCO Elec Trans Dist Serv 1347 90541962 1259.71098147000 Multiple PSCO Electric Trans Dist Service 134990541962 6482.50473775000 Multiple PSCO Electric Trans Dist Service 136290541962 5564.03597306000 Multiple PSCO Electric Trans Dist Service 136390541962 1877.80237372000 Multiple PSCO Electric Trans Dist Service 134890777009 749.98852631200 146319100008 ET AL PSCO Elec Trans Dist Serv 141590777009 1969.99281972000 146319100008 and 009 PSCO Electric Trans Dist Service 141690788183 14894.59925670000 Multiple PSCO Dist Service 142490858185 9805.79400656000 Multiple PSCO Dist Service 143290953081 3479.87461437000 Multiple PSCO Easement, ROW and Indemni144590709329 1460.04338519000 146319236002 PSCO Elec Trans Dist Serv 157100091705 454.90606975000 146319200083 PSCO Utility Easement 1273111583 865.94344531300 146319249001 PSCO Utility Easement 205300111583 799.19123943800 146319207005 PSCO Utility Easement 205200412551 1311.71129806000 146319234003 PSCO MSTT Utilities Easement 128800457824 1890.69719369000 Multiple PSCO MSTT Utilities Easement 130600830022 508.76413950000 146319251002 PSCO Utility Easement 132901000396 30.00056909380 146319245001 PSCO MSTT Utilities Easement 133201014572 3474.01489903000 146319242004, 005, 006 PSCO MSTT Utilities Easement 133301160484 644.86785825000 146319243004 PSCO Utility Easement 133401348223 591.60933762500 146319233002 PSCO NE Utility Easement 133701384224 55.56130243750 146319206010 PSCO Utility Easement 133802960136 1958.22507372000 146319249004 PSCO NE Utility Easement 59990725487 766.65353431300 146319236002 PSCO Elec Trans Dist Serv 205590663732 777.60500846900 146319223004 PSCO Electric Trans Dist Service 180790709330 1422.04345841000 146319253001 PSCO Electric Trans Dist Service 157390709332 766.70220031300 146319200039 PSCO Electric Trans Dist Service 156790709333 1533.28840284000 146319236002 and 003 PSCO Electric Trans Dist Service 152690739005 1344.00794438000 146319200004 ET AL PSCO Elec Trans Dist Serv 152790762099 930.60881250000 146319202010 and 011 PSCO Electric Trans Dist Service 184590762100 1029.13948900000 146319202008 and 009 PSCO Electric Trans Dist Service 184690762101 1424.32369200000 146319205002 PSCO Electric Trans Dist Service 184790781789 507.27871987500 146319203009 PSCO Elec Trans Dist Serv 141990820164 657.61440565600 146319219005 PSCO Electric Trans Dist Service 143190863372 624.99984606200 146319201011 PSCO Electric Trans Dist Service 143390865349 625.00073812500 146319201001 PSCO Elec Trans Dist Serv 143490865349 625.00073812500 146319201001 PSCO Electric Trans Dist Service 1434 90867480 1885.00129937000 146319201004, 32001, 32002 PSCO Electric Trans Dist Service 143590932648 880.00352587500 146319200053 PSCO Electric Trans Dist Service 143690932649 1031.35975978000 146319200050 PSCO Electric Trans Dist Service 143790955160 712.27201081200 146319251001 and 002 PSCO Electric Underground Utility 177990968435 1035.85090097000 146319201004 PSCO Underground Utility Easement144790210064 4600.00000000000 146319424005 ET AL PSCO Transmission Line 178790210064 4600.00000000000 146319424005 ET AL PSCO Transmission Line 180600364656 1898.57019800000 146319401009 PSCO Utility Easement 128190210086 4100.00000000000 146319425016 ET AL PSCO Electric Transmission line 199090210086 3600.00000000000 146319425016 ET AL PSCO Electric Transmission line 199190694055 566.80526000000 146319407008 PSCO Elec Trans Dist Serv 182090697207 3576.02339775000 146319402006 ET AL PSCO Elec Trans Dist Serv 182190743035 1308.01472203000 146319403001 ET AL PSCO Elec Trans Dist Serv 152890210064 6300.00000000000 146319424005 ET AL PSCO NE Utility Easement 178802761222 6686.00000000000 146319300090 PSCO NE Utility Easement 6313098200 168.50641200000 PSCO NE Utility Easement 57890790403 375.00064009400 146319300002 PSCO Elec Trans Dist Serv 142590942056 706.89631918800 146319300026 PSCO Elec Trans Dist Serv 132190974985 1085.00125000000 146319354003 and 004 PSCO Electric Underground Utility 144990974988 999.97900000000 146319351002 PSCO Electric Underground Utility 145281647 360.37348565600 146319311001 PSCO Utility Easement 127100081651 4415.91313262000 Multiple PSCO Utility Easement 86000399662 1129.13628144000 146319337019 PSCO Utility Easement 1285399662 280.87025159400 146319337011 PSCO Utility Easement 128300399662 199.99672087500 146319337018 PSCO Utility Easement 128400399663 1938.53778234000 146319349001 and 004 PSCO Utility Easement 2000623370 499.99754050000 146319356001 PSCO MSTT Utilities Easement131000623370 2880.68712125000 146319356001 PSCO MSTT Utilities Easement 130902990410 189.30805146900 146319363001 PSCO NE Utility Easement 57502990682 101.99311518800 146319347001 PSCO NE Utility Easement 57490210076 7050.00000000000 146319319011 ET AL PSCO Transmission Line 134590210079 1100.00000000000 Multiple DEED Transmission line 134690210086 300.00000000000 146319300090 PSCO Transmission Line 135990763906 2059.02099006000 146319331001 PSCO Elec Trans Dist Serv 184890787715 1460.97030713000 146319300006 and 008 PSCO Elec Trans Dist Serv 142090787716 700.00186968700 146319350002 ET AL PSCO Elec Trans Dist Serv 1423 90790404 379.11302125000 146319300003 PSCO Elec Trans Dist Serv 142690800922 1887.45747425000 146319300013 ET AL PSCO Elec Trans Dist Serv 142790942057 502.64887609400 146319300013 PSCO Elec Trans Dist Serv 132290943895 561.50812500000 146319300001 PSCO Elec Trans Dist Serv 153390974986 800.00200000000 146319337018 ET AL PSCO Electric Underground Utility 145090974987 995.68200000000 146319300022 PSCO Electric Underground Utility 145190974989 905.12000000000 146319348004 PSCO Electric Underground Utility 145390974990 800.00000000000 146319349002 PSCO Electric Underground Utility 145490974991 860.00000000000 146319355001 and 002 PSCO Electric Underground Utility 145590974992 742.50000000000 146319353003 and 004 PSCO Electric Underground Utility 145690210069 650.00000000000 146319300062 PSCO Transmission Line 180590597299 3160.00000000000 146319300052 ET AL PSCO Elec Trans Dist Serv 141090597299 3160.00000000000 146319300052, 053, 054, 055 PSCO Elec Trans Dist Serv 141000310500 1347.84409325000 146320106003 PSCO Utility Easement 154403224988 12361.73988820000 146320159001 ET AL PSCO NE Utility Easement 69603224988 12012.42379990000 146320159001 ET AL PSCO NE Utility Easement 69503224988 962.15807306200 146320159001 ET AL PSCO NE Utility Easement 69790620202 9953.46369331000 146320170001 ET AL PSCO Electric Trans Dist Service 185000412552 2796.87717909000 146320227076 ET AL PSCO MSTT Utilities Easement 147200412552 2612.73912897000 146320227076 ET AL PSCO MSTT Utilities Easement 1473412552 2559.96518003000 146320227076 ET AL PSCO MSTT Utilities Easement 147100412552 2470.55661025000 146320227076 ET AL PSCO MSTT Utilities Easement 147000412552 2119.46038200000 146320227076 ET AL PSCO MSTT Utilities Easement 147400412552 2115.84683072000 146320227076 ET AL PSCO MSTT Utilities Easement 147500412552 2092.41707850000 146320227076 ET AL PSCO MSTT Utilities Easement 1476470306 1861.38638181000 146320223004 ET AL PSCO MSTT Utilities Easement 1478470602 651.53435312500 146320223004 ET AL Wrong Doc (Small Claims Judgemen148100290776 3630.39462500000 146320224002 PSCO Utility Easement 146490881656 7681.94288650000 146320412206 PSCO Utility Easement 149090884658 5697.78270056000 146320412278 ET AL Wrong Doc (DEED) 149100062580 7450.00000000000 146320412206 ET AL PSCO Electric Conductors and Cond153400290840 27950.00000000000 146320423002 PSCO Buried Electric and Gas 1465388802 3730.96591756000 146320423001 PSCO MSTT Utilities Easement 154750435 29900.00000000000 146320416019 ET AL PSCO Utility Easement 144200579412 24188.10705260000 146320419007 ET AL PSCO MSTT Utilities Easement 14835615 1055.99907619000 146320412278 ET AL Remington Post Plat 1987 90881657 2800.01150819000 146320403002 ET AL PSCO Utility Easement14892188311 8357.74661888000 146320412278 ET AL PSCO Utility Easement 149390954471 16280.00000000000 146320408001 PSCO Utility Easement 149781656 4467.36070128000 146320306002 PSCO Utility Easement 153886500 9000.00000000000 146320300066 PSCO Utility Easement 1443103838 29850.00000000000 146320300031 PSCO 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146330278002 PSCO Elec Trans Dist Serv 162490585543 942.11240162500 146330226034 PSCO Elec Trans Dist Serv 162590585543 59.99454218750 146330226034 PSCO Elec Trans Dist Serv 162690603195 4200.33663897000 146330219008 PSCO MSTT Utilities Easement 67690607248 194.60184750000 146330223002 PSCO Elec Trans Dist Serv 171190607546 2014.39957750000 146330223003 PSCO Elec Trans Dist Serv 162890609824 1885.19358075000 146330220015 PSCO Elec Trans Dist Serv 203590609824 1510.02960969000 146330220011 ET AL PSCO Elec Trans Dist Serv 203690620745 417.54950393800 146330207001 PSCO Elec Trans Dist Serv 172290651475 2354.16271844000 146330243010 PSCO Elec Trans Dist Serv 172690709425 519.42471665600 146330221010 PSCO Elec Trans Dist Serv 163190709425 307.50277037500 146330221010 PSCO Elec Trans Dist Serv 163290597299 1481.80514838000 146319300052 PSCO Elec Trans Dist Serv 141190475337 12001.61387460000 146330226059 ET AL PSCO Elec Trans Dist Serv 168490475337 5901.24746506000 146330226058 PSCO Elec Trans Dist Serv 168290475337 4682.33939569000 146330226050 PSCO Elec Trans Dist Serv 1683740215 275.00101778100 146330858001 PSCO MSTT Utilities Easement 191190481944 249.99503056300 146330849001 Deed Owner to PSCO 146800168039 457.89560150000 146330839003 ET AL PSCO Utility Easement 137100168039 1550.12318813000 146330839003 ET AL PSCO Utility Easement136900252360 2028.32954881000 146330801004 PSCO MSTT Utilities Easement 137400535816 436.20151912500 146330412002 PSCO MSTT Utilities Easement151400924094 1181.43629106000 146330844011 and 044 PSCO Utility Easement 1387 00924110 1185.29556303000 146330844008 PSCO Utility Easement 13891014581 5507.23168350000 146330853001 and 002 PSCO Blanket Electric Utility Easeme140001070566 986.08335750000 146330493001 PSCO MSTT Utilities Easement140801070566 401.04277431300 146330493009 PSCO MSTT Utilities Easement140701070566 369.21029178100 146330493004 PSCO MSTT Utilities Easement140501070566 39.99918825000 146330493006 PSCO MSTT Utilities Easement 14062077316 79.88202343750 146330834004 PSCO US WEST Utilities Easement 15422077672 360.62250000000 146330839003 PSCO US WEST Utilities Easement 14612077672 80.00000000000 146330839002 PSCO US WEST Utilities Easement 146002791794 283.27629759400 146330466001 PSCO NE Utility Easement 63402906557 36.04157596870 146330423005 PSCO NE Utility Easement 59102906557 48.00158153120 146330491002 PSCO NE Utility Easement 66902920111 38.08626259380 146330423005 PSCO NE Utility Easement 59302923448 36.37202646880 146330423002 PSCO NE Utility Easement 60002953477 1268.06370131000 146330872001 PSCO NE Utility Easement 572348992 1241.91400000000 146330869001 ET AL PSCO Utility Easement 2066566268 518.39391918700 146330449003 PSCO Elec Trans Dist Serv 201090566039 499.73137337500 146330449004 PSCO Elec Trans Dist Serv 160090566269 764.40316056300 146330449004 PSCO Elec Trans Dist Serv 160190566271 762.79356212500 146330448001 PSCO Elec Trans Dist Serv 160490566273 495.04529068800 146330449006 and 008 PSCO Elec Trans Dist Serv 160590620201 483.29459200000 146330442001 and 021 PSCO Elec Trans Dist Serv 172790620962 217.19431181200 146330434008 PSCO Elec Trans Dist Serv 172890849964 956.20702687500 146330867001 PSCO Elec Trans Dist Serv 163490895419 149.82036493700 146330804098 PSCO Electric Utility Lines 163590906417 961.97183415600 146330801002 ET AL PSCO Elec Trans Dist Serv 163790655317 60.00826443750 146330380004 PSCO Elec Trans Dist Serv 1729109217 2110.06657103000 146330327010 PSCO Utility Easement 1366142510 2893.43500956000 146330358002 PSCO Utility Easement 136700142510 2893.43500956000 146330358002 PSCO Utility Easement 1367181525 812.82003909400 146330344002 PSCO Utility Easement 1372263822 3555.06345587000 146330323005 PSCO Electric Utility Lines 1503327279 81.20008203130 146330338008 PSCO Utility Easement 1504327468 958.49762890600 146330339011 PSCO Utility Easement 150500443141 143.99882443800 146330339007 PSCO Utility Easement 157700463314 282.74406443800 146330311002 PSCO MSTT Utilities Easement1511 00774497 131.60158368700 146330337004 PSCO Utility Easement 1523896864 143.41104812500 146330358001 PSCO Utility Easement 1384896865 201.46182537500 146330336008 PSCO Utility Easement 138500982529 39.64720196880 146330322010 PSCO MSTT Utilities Easement 139500982530 58.84675200000 146330322009 PSCO MSTT Utilities Easement 13961000397 144.10811237500 146330322005 PSCO Utility Easement 13971000398 63.99828490630 146330339012 PSCO MSTT Utilities Easement 139801025305 479.74967890600 146330392002 PSCO MSTT Utilities Easement14021808792 329.17774628100 146330333004 PSCO from US West Utility Easemen14392003703 213.93894575000 146330336008 PSCO NE Utility Easement 14402039694 1504.56998428000 146330358001 PSCO NE Utility Easement 154002244955 3467.13979603000 146330358002 PSCO NE Utility Easement 66402435331 193.92571984400 146330384006 PSCO NE Utility Easement 65202549559 99.04986993750 146330384009 PSCO NE Utility Easement 7002606258 31.05784546870 146330357002 PSCO NE Utility Easement 5672670071 608.12996587500 146330307010 PSCO NE Utility Easement 6812725063 24.54058650000 146330306011 PSCO NE Utility Easement 68902898111 116.96532825000 146330332001 PSCO NE Utility Easement 60102898112 120.80163715600 146330332003 PSCO NE Utility Easement 60202898113 306.35314709400 146330332002 PSCO NE Utility Easement 61103035617 870.76834125000 146330338004 PSCO Electric Utility Lines 67490655318 60.06089359380 146330308008 PSCO Elec Trans Dist Serv 17301269361 1137.20489522000 146330385018 ETAL PSCO MSTT Utilities Easement 153200252358 1465.23010650000 146331100030 and 031 PSCO Utility Easement 165800399669 600.00000000000 146331100008 PSCO MSTT Utilities Easement173200982526 449.99433425000 146331100065 PSCO Utility Easement 13942813007 8528.24596016000 146332300008 PSCO NE Utility Easement 63802813007 2995.73278319000 146332300008 PSCO NE Utility Easement 6282813007 1545.74382303000 146332300008 PSCO NE Utility Easement 6392825593 620.74415600000 146331100052 PSCO NE Utility Easement 63090311664 9624.90795741000 146332300008 PSCO Electric Trans and Dist 173790586441 1749.99592653000 146331100001 Right of Way 169690970396 800.00000000000 146331100013 PSCO Elec Trans Dist Serv 170690970397 625.00000000000 146331100014 Right of Way 170790311663 10324.91093430000 146331100047 PSCO Electric Trans and Dist 1735381690 8650.00000000000 146331205002 ET AL Quitclaim School District to PSCO 1969 00086501 100.00382931300 146331215003 PSCO Utility Easement 165200086502 499.65077543800 146331215003 PSCO Utility Easement 165400086502 469.35464387500 146331215002 Utility Easement 165500204527 1056.06568041000 146330300010 PSCO Utility Easement 165700537445 1560.16607297000 146331204001 PSCO Utility Easement 207400599392 806.14717143700 146331200046 PSCO MSTT Utilities Easement166800896873 699.04673062500 146331231007 PSCO MSTT Utilities Easement167101384221 279.95643534400 146331221003 PSCO NE Utility Easement 13290311660 8457.04209213000 146331206001 PSCO Electric Trans and Dist 173390311661 1052.31998337000 146331207001 PSCO Electric Trans and Dist 173490311668 5505.32067600000 146331206001 PSCO Electric Trans and Dist 173890635788 214.67934525000 Block 6 University Terrace PSCO Elec Trans Dist Serv 174690700755 332.95335959400 146331225002 Contract PSCO granted 6'-wide ease169890347065 3904.35596859000 146331421012 Executor's Deed to PSCO from Owne168890581578 99.99929637500 146331400009 ET AL DEED Quit claiming easement to PS 169402293450 735.47796912500 146331400003 PSCO NE Utility Easement 7842339578 199.96951443800 146331400003 PSCO NE Utility Easement 65603220656 1226.09410406000 146331432001 PSCO NE Utility Easement 56990529469 799.80641375000 146331432001 PSCO ROW Agreement underground174290581578 100.00179637500 146331400009 ET AL DEED Quit claiming easement to PSC169590581578 100.00179637500 146331400009 ET AL DEED Quit claiming easement to PSC169590850148 1610.49882213000 146331400003 PSCO Elec Trans Dist Serv 170290857955 297.20548246900 146331407021 PSCO Elec Trans Dist Serv 170300982535 269.18303375000 146331317002 PSCO MSTT Utilities Easement167500982538 5951.74957175000 146333200012 ET AL PSCO Utility Easement172001209719 624.97737265600 146333200012 PSCO Utility Easement 39001209720 625.00400825000 146333200012 PSCO Utility Easement 39101209721 625.00465115600 146333200013 PSCO Utility Easement 3922483258 100.00003593800 146332100009 PSCO NE Utility Easement 64390839201 3274.47784231000 146332200069 PSCO Elec Trans Dist Serv 203900623369 19880.23516410000 146332200001 PSCO MSTT Utilities Easement 171902823152 1114.21029275000 146332205018 PSCO NE Utility Easement 64502823152 1098.49158059000 146332205018 PSCO NE Utility Easement 6682853936 1387.03181269000 146332234001 PSCO NE Utility Easement 193902936403 442.23878609400 146332234001 PSCO NE Utility Easement 57690514508 2522.97512244000 146332200014 ET AL PSCO MSTT Utilities Easement 425 90514508 9024.21166163000 146332200014 ET AL PSCO MSTT Utilities Easement 42190514508 4107.29268472000 146332200014 ET AL PSCO MSTT Utilities Easement 42090514508 4087.03174347000 146332200014 ET AL PSCO MSTT Utilities Easement 42490514508 2216.31682425000 146332200014 ET AL PSCO MSTT Utilities Easement 42290514508 1216.97839050000 146332200014 ET AL PSCO MSTT Utilities Easement 42390514508 749.99965146900 146332200014 ET AL PSCO MSTT Utilities Easement 42790514508 749.99835753100 146332200014 ET AL PSCO MSTT Utilities Easement 42690537449 6594.17130963000 146332201001 ET AL PSCO Elec Trans Dist Serv 42990537450 6595.19331769000 146332231003 ET AL PSCO Elec Trans Dist Serv 4359058313 11850.02787590000 146332200087 Doc Not Found 43690596114 1099.26063272000 146332205016 PSCO Elec Trans Dist Serv 174890596114 437.37440800000 146332205013 PSCO Elec Trans Dist Serv 174790632034 965.39763618700 146332202004 PSCO Elec Trans Dist Serv 174390632034 893.34708253100 146332202006 PSCO Elec Trans Dist Serv 174490634975 11013.14172530000 146332231001 ET AL PSCO Elec Trans Dist Serv 43790785747 1656.01510687000 146332303003 ET AL PSCO Elec Trans Dist Serv 45700003381 1395.00809016000 146332423023 ET AL PSCO Electric Utility Lines 170800003381 1395.00000000000 146332423023 ET AL PSCO Electric Utility Lines 137500003381 1395.00000000000 146332423023 ET AL PSCO Electric Utility Lines 137700003382 1395.00000000000 146332423012 ET AL PSCO Elec Trans Dist Serv 137801384220 917.03210575000 146332411008 PSCO NE Utility Easement 39590658582 4269.05583372000 146332411011 ET AL PSCO Elec Trans Dist Serv 203790683154 582.06938168800 146332431008 ET AL Right of Way 43990683154 510.56847231200 146332431003 ET AL PSCO Elec Trans Dist Serv 43890912191 34085.24242880000 146332436026 ET AL PSCO Elec Trans Dist Serv 2390996762 200.00000000000 146332307002 and ROW PSCO Elec Trans Dist Serv 46681670 9450.00000000000 146332300020 ET AL PSCO Electric Conductors and Cond171090938210 3764.84369575000 146332314003 ET AL QCD Owner to PSCO NE Elec Trans46300070235 11543.02367310000 146332424010 ET AL PSCO Utility Easement 170900103832 3250.00000000000 146332320003 PSCO Electric Conductors and Cond205000252362 249.99918312500 146332300008 PSCO Utility Easement 171200276484 7562.14088147000 146332300017 PSCO Utility Easement 171600327471 146.92892712500 146332300004 PSCO Utility Easement 17132286601 402.71925487500 146332314003 PSCO NE Utility Easement 78002517508 2046.58293059000 146332300017 PSCO NE Utility Easement 66290769529 2800.00145250000 146332320003 PSCO Elec Trans Dist Serv 456 90786143 394.45303162500 146332301001 (adjacent north)PSCO Elec Trans Dist Serv 45890916096 4785.08695725000 146332309118 PSCO Elec Trans Dist Serv 2590916096 3653.89662294000 146332309118 PSCO Elec Trans Dist Serv 2490996762 1299.97980094000 146332307002 and ROW PSCO Elec Trans Dist Serv 46502813007 10083.81162860000 146332300008 PSCO NE Utility Easement 194090803708 20731.03302560000 146332300008 PSCO Underground Electrical 170102813007 20447.41813100000 146332300008 PSCO NE Utility Easement 194190996764 7604.98129331000 146332308004 PSCO Elec Trans Dist Serv 46790996762 5775.00326609000 146332307002 and ROW PSCO Elec Trans Dist Serv 4641381089 2643.91610019000 146333133002 ET AL PSCO USWEST TCI Underground E 135001100165 4184.03889206000 146333130032 ET AL PSCO MSTT Utilities Easement 135301100165 1254.24336153000 146333130032 ET AL PSCO MSTT Utilities Easement 135501100165 1011.90346181000 146333130032 ET AL PSCO MSTT Utilities Easement 13541876014 955.76814275000 146333115019 PSCO NE Utility Easement 24300109218 75590.00000000000 146333216017 ET AL PSCO Blanket Easement2800774493 2442.60653081000 146333209036 PSCO Utility Easement 89401010671 615.05760687500 146333200014 PSCO Switch Cabinet 135201010671 271.36953487500 146333200014 PSCO Switch Cabinet 135101209722 625.00049431200 146333200012 PSCO Utility Easement 39490932102 8425.13532047000 146333207025 PSCO Elec Trans Dist Serv 33490932102 534.29861959400 146333208010 ET AL PSCO Elec Trans Dist Serv 33300982539 20409.00894910000 146333200012 PSCO Utility Easement 172100076509 28350.08096360000 146333422008 ET AL PSCO Utility Easement 8281920366 483.58755765600 146333428002 and 003 PSCO NE Utility Easement 2551920368 599.18149943800 146333428004 PSCO NE Utility Easement 26590693803 12436.00061970000 146333400002 ET AL PSCO Elec Trans Dist Serv 175390769528 1127.25113269000 146333413007 PSCO Elec Trans Dist Serv 26790769528 1087.97906678000 146333410009 PSCO Elec Trans Dist Serv 26890769528 1576.08954666000 146333410009 ET AL PSCO Elec Trans Dist Serv 26990771690 1001.39748297000 146333422012 PSCO Elec Trans Dist Serv 27090772586 351.09911675000 146333422012 and 013 PSCO Elec Trans Dist Serv 31100162044 8732.89785075000 146333100018 PSCO Utility Easement 89190772586 3730.36150378000 146333422014 ET AL PSCO Elec Trans Dist Serv 3101755608 577.50441162500 146333322001 ET AL PSCO NE Utility Easement 24201755608 529.45388881300 146333322001 ET AL PSCO NE Utility Easement 24190761416 659.73674984400 146333314006 ET AL) PSCO Elec Trans Dist Serv 1755 90889951 370.57087834400 146333301021 PSCO Elec Trans Dist Serv 31201657724 55.95118612500 146334200006 PSCO NE Utility Easement 19890727768 2944.96302153000 146334200011, 012, 013 PSCO Elec Trans Dist Serv 15190583419 1131.61413097000 146334412001 PSCO Elec Trans Dist Serv 19990583420 2023.57498362000 146334414007 PSCO Elec Trans Dist Serv 20090583421 1128.60212900000 146334409002 PSCO Elec Trans Dist Serv 20190607247 2049.99970875000 146334413007 ET AL PSCO Elec Trans Dist Serv 17561014576 56.00106200000 146334326006 PSCO Utility Easement 7001024103 89.95586706250 146334324003 PSCO Utility Easement 11601049051 267.44716725000 146334334001, 002, 003, 004 PSCO MSTT Utilities Easement 19401049051 159.49400068800 146334334001, 002, 003, 004 PSCO MSTT Utilities Easement 19301115947 1954.83705087000 146334333011 ET AL PSCO MSTT Utilities Easement 19501115947 703.94866146900 146334332008 PSCO MSTT Utilities Easement19601115947 699.91760059400 146334330001 ET AL PSCO MSTT Utilities Easement 197388801 11739.85325000000 146335213001 PSCO MSTT Utilities Easement206299999999 5841.65273288000 146335213001 Doc Not Found 146896871 2904.08352181000 146112000014 PSCO Utility Easement 13262549560 570.80625250000 146112058013 PSCO NE Utility Easement 64800696633 439.94756250000 146112003001 PSCO MSTT Utilities Easement13031384228 2065.16312759000 146112006002 ET AL PSCO MSTT Utilities Easement 177701455381 864.10799868800 146112018010 PSCO NE Utility Easement 105002549561 688.19639915600 146112068002 PSCO NE Utility Easement 66000906571 899.27965650000 146113119006 and 007 Public Service Utility Easement 83302620923 1835.52998237000 146113103005 PSCO Utility Easement 3792858392 480.00837450000 146113144001 PSCO NE Utility Easement 60402858393 465.17557825000 146113144002 PSCO NE Utility Easement 60590779526 3000.01596075000 146113104002 PSCO Elec Trans Dist Serv 4500062576 5587.09747500000 146113100002 PSCO Utility Easement 105100142502 12187.83286490000 146113414028 ET AL PSCO Utility Easement 10521060408 3177.47007697000 146113434010 PSCO Utility Easement 90990959166 879.98186850000 146113403003 and 004 PSCO Elec Trans Dist Serv 25201000399 330.06978678100 146113312033 PSCO MSTT Utilities Easement86400103835 913.06718075000 146124115004 PSCO Utility Easement 53800394684 3929.39192047000 146124118004 ET AL PSCO MSTT Utilities Easement 53901140576 1665.67640213000 146124100090 PSCO Utility Easement 159801384219 642.54045212500 146124134006 PSCO NE Utility Easement 1618 90959166 895.28205375000 146124109001 and 002 PSCO Elec Trans Dist Serv 25190960753 380.00012650000 146124100004 PSCO Elec Trans Dist Serv 25390961172 560.07363293800 146124110007 PSCO Underground Utility Easement4690966553 3440.00112613000 146124100003 and 146124107PSCO Electric Utility Lines 25090994253 1057.99000000000 146124141007 PSCO Electric Underground Utility 25490523011 17546.65092790000 146124400005 (ET AL) PSCO Elec Trans Dist Serv 202000830023 1891.32041063000 146124211001 PSCO MSTT Utilities Easement 54300160604 1750.00000000000 146124400141 ET AL Portion Retained PSCO from Quitcla 52700317961 429.42539637500 146124431002 and 008 PSCO MSTT Utilities Easement 52900317961 36.92271496880 146124431002 and 008 PSCO MSTT Utilities Easement 53000317961 5894.42326972000 146124431002 and 008 PSCO MSTT Utilities Easement 54400670536 672.00000000000 146124400111 PSCO MSTT Utilities Easement38500830018 960.59737518800 146124437001 PSCO Utility Easement 54200879462 125.32402481300 146124431002 Wrong Doc Link (COB GIS indicates 38001321066 372.97890112500 146124404009 PSCO MSTT Utilities Easement51702170308 1486.11975406000 146124415004 PSCO NE Utility Easement 73702501430 501.28044250000 146124408005 PSCO NE Utility Easement 64002567597 1282.74578559000 146124448001 and 002 PSCO NE Utility Easement 70702567597 873.58751221900 146124448001 and 003 PSCO NE Utility Easement 70802699323 80.40959684380 146124418010 PSCO NE Utility Easement 7652700059 401.26876000000 146124407012 PSCO NE Utility Easement 76702737025 1024.83836841000 146124449001 and 002 PSCO NE Utility Easement 69202749585 484.56080034400 146124428004 PSCO NE Utility Easement 5862860331 336.00093812500 146124421004 PSCO NE Utility Easement 6032883921 1502.07600000000 146124450001 and 002 PSCO NE Utility Easement 59402895263 25.00000000000 146124401012 PSCO NE Utility Easement 61290210084 400.00000000000 146124431002 ET AL PSCO Transmission Line38390523012 17533.94595000000 146124400056 ET AL PSCO Elec Trans Dist Serv 202100173237 656.84490809400 146124306002 PSCO Utility Easement 52801234658 999.99987225000 146124314002 PSCO Utility Easement 160290210071 2200.00000000000 146124311001 PSCO Transmission Line 38100181491 632.41068503100 146125115001 PSCO MSTT Utilities Easement47600587099 1006.75929950000 146125127002 PSCO MSTT Utilities Easement 50100875459 420.00125000000 146125100044 PSCO MSTT Utilities Easement51201024104 68.89598800000 146125116002 PSCO Utility Easement 51501160485 346.80716600000 146125111003 PSCO MSTT Utilities Easement126 2023694 1106.20735153000 146125116003 PSCO NE Utility Easement 53302281638 998.06971437500 146125135001 PSCO NE Utility Easement 6442311294 39.99855693750 146125194001 PSCO NE Utility Easement 7762311295 1082.77270862000 146125100010 PSCO NE Utility Easement 77902368785 750.00000000000 146125133004 PSCO NE Utility Easement 6492368785 351.61812618800 146125133004 PSCO NE Utility Easement 65002561368 305.00001150000 146125136002 PSCO NE Utility Easement 552050443 7681.03426912000 146125141010 PSCO Utility Easement 205890817538 599.54089103100 146125142003 PSCO Elec Trans Dist Serv 24900045110 1750.00000000000 146125401012 PSCO Electric Conductors and Cond47500213795 299.18574596900 146125405014 and 015 PSCO Utility Easement 47900317959 1627.55207453000 146125437005 and 006 PSCO MSTT Utilities Easement 48100349005 12397.80693870000 146125400034 PSCO Electric Conductors and Cond49700483806 858.34601037500 146125435002 ET AL PSCO Utility Easement 49801060415 487.16540937500 146125415006 PSCO MSTT Utilities Easement51601533878 24.99939131250 146125410004 PSCO NE Utility Easement 51801647876 286.22108490600 146125483004 PSCO NE Utility Easement 23401647876 241.96879871900 146125483004 PSCO NE Utility Easement 23301662888 520.00847668700 146125499011 PSCO NE Utility Easement 5191859730 253.39977656300 146125433017 PSCO NE Utility Easement 5201945365 24.99943962500 146125433003 PSCO NE Utility Easement 5311945366 25.00131325000 146125433005 PSCO NE Utility Easement 5222188313 86.84139190630 146125428001 PSCO NE Utility Easement 7092572152 63.18714312500 146125436007 PSCO NE Utility Easement 71002677624 24.67270387500 146125421005 PSCO NE Utility Easement 6822699322 250.69860050000 146125404007 PSCO NE Utility Easement 76402713300 275.78334890600 146125404007 PSCO NE Utility Easement 68702713300 64.21123150000 146125404007 PSCO NE Utility Easement 68600081646 3860.26934153000 146125310005 and 006 PSCO Utility Easement 204600213790 3391.44827072000 146125311010 PSCO Utility Easement 47700213791 8673.18203594000 146125311010 PSCO Utility Easement 47800505008 647.07379040600 146125302001 PSCO NE Utility Easement 9800696639 1839.36727997000 146125319008 PSCO Utility Easement 50590841964 25.79255596880 146125307002 PSCO Elec Trans Dist Serv 53690841964 27.68337581250 146125308008 PSCO Elec Trans Dist Serv 53500091704 137.98428893700 146136107002 ET AL PSCO Utility Easement 103 00237212 444.38654637500 146136146007 ET AL PSCO Utility Easement 10700317958 1210.76690322000 146136151003 PSCO Utility Easement 11000626827 2478.99971147000 146136111004 and O05 PSCO MSTT Utilities Easement 11300962716 4099.99744772000 146136161001 PSCO Utility Easement 16741011235 25.00047906250 146136160001 PSCO MSTT Utilities Easement 12101075462 260.50000000000 146136163002 Private Utility Easement (Lawton Sub200801384222 492.34183587500 146136121014 PSCO NE Utility Easement 1331862402 1169.75679419000 146136104016 PSCO NE Utility Easement 13502613199 601.24902500000 146136103003 PSCO NE Utility Easement 76602930924 401.14711856200 146136105019 PSCO NE Utility Easement 57700162934 12646.55235860000 146136211002 PSCO MSTT Utilities Easement 10600162934 7542.46336725000 146136211002 PSCO MSTT Utilities Easement 1052866906 9550.44497238000 146136215001 PSCO NE Utility Easement 61500882508 4772.86244819000 146136210001 ET AL PSCO MSTT Utilities Easement 11900237863 666.71700259400 146136437001 PSCO Utility Easement 10800310504 1786.02216981000 146136436001 ET AL PSCO Utility Easement10900619459 1482.11698700000 146136438001 and 002 PSCO MSTT Utilities Easement 11201088523 255.18870875000 146136410019 PSCO MSTT Utilities Easement12401140578 1949.98336634000 146136400009 PSCO MSTT Utilities Easement 12501247615 999.83578946900 146136410001 and 002 PSCO MSTT 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16290945045 584.88574559400 157704108001 ET AL PSCO Elec Trans Dist Serv 22590945045 556.69500000000 157704108001 ET AL PSCO Elec Trans Dist Serv 227 90945045 500.02882009400 157704108001 ET AL PSCO Elec Trans Dist Serv 22490945045 499.98500000000 157704108001 ET AL PSCO Elec Trans Dist Serv 22390945045 11707.72524330000 157704108001 ET AL PSCO Elec Trans Dist Serv 22200120296 9050.00000000000 157704201006 PSCO Electric Conductors and Cond205490548234 300.01221837500 157704203001 PSCO Elec Trans Dist Serv 18290858184 1273.77068328000 157704202006 PSCO Elec Trans Dist Serv 18690917446 2874.97874356000 157704215001 PSCO Utility Easement 230162038 199.99630578100 157704415017 PSCO Utility Easement 16900162038 199.99630578100 157704414015 PSCO Utility Easement 17090753212 987.84250000000 157704408012 ET AL PSCO Elec Trans Dist Serv 18490753212 724.44510787500 157704408012 ET AL PSCO Elec Trans Dist Serv 18390758864 1155.89135400000 157704411032 ET AL PSCO Elec Trans Dist Serv 42890758864 1136.29693688000 157704411032 ET AL PSCO Elec Trans Dist Serv 40890758864 1127.74316613000 157704411032 ET AL PSCO Elec Trans Dist Serv 40790820163 3414.84644125000 157704403001 ET AL PSCO Elec Trans Dist Serv 18590906418 7339.41574144000 157704331001 ET AL PSCO Elec Trans Dist Serv 23100070226 3050.00000000000 157704300005 PSCO Electric Conductors and Cond16400070227 6800.00000000000 157704300002 PSCO Electric Conductors and Cond16500616794 240.00753000000 157704300004 PSCO MSTT Utilities Easement18000616797 1360.01708869000 157704300005 PSCO MSTT Utilities Easement 181624072 277.43592571900 157704301022 Deed Owner to PSCO 1971632678 443.89892412500 157704301022 Deed Owner to PSCO 197290651477 350.00019600000 157704300001 PSCO Elec Trans Dist Serv 54690702880 1499.99596891000 157704317002 and 003 PSCO Elec Trans Dist Serv 40490702880 625.06512737500 157704318009 PSCO Elec Trans Dist Serv 40690984410 2480.91428522000 157704300005 PSCO Underground Utility Easement22100091706 800.00447400000 157705100014 PSCO Utility Easement 5100122663 1907.63998884000 157705100017 PSCO Utility Easement 6300156446 1982.62836366000 157705100016 ET AL PSCO Utility Easement6490548236 1320.00856016000 157705100018 PSCO Elec Trans Dist Serv 7690555275 6300.04387100000 157705122001 ET AL PSCO Elec Trans Dist Serv 7790556699 199.99838987500 157705100028 PSCO Elec Trans Dist Serv 8590556699 12967.73170260000 157705100020 ET AL PSCO Elec Trans Dist Serv 8390556699 3280.00454250000 157705100027 PSCO Elec Trans Dist Serv 8490702881 299.98369662500 157705100011 PSCO Elec Trans Dist Serv 8990753210 875.00262975000 157705100013 ET AL PSCO Elec Trans Dist Serv 91 90893907 2732.82001663000 157705100026 PSCO Elec Trans Dist Serv 9390548233 2640.01379375000 157705100029 and 019 PSCO Elec Trans Dist Serv 7490758865 1314.91332225000 157705105005 and 006 PSCO Elec Trans Dist Serv 201300032451 1400.00000000000 157705226001 ET AL PSCO Utility Easement4800055503 579.98709415600 157705200025 ET AL PSCO Underground Utility Easement5000774495 2503.45808156000 157705200034 ET AL PSCO MSTT Utilities Easement 6790518280 705.66320475000 157705202015 PSCO Deed from Property Owner7290561747 1192.81839500000 157705221002 and 003 PSCO Elec Trans Dist Serv 8690654295 2679.98414853000 157705200034 ET AL Letter of consent to construct poles a19011770809 420.03579778100 157708231001 PSCO NE Utility Easement 7190883768 861.00632796900 157705300004 and 005 PSCO Elec Trans Dist Serv 9200010937 3000.00000000000 157706101012 PSCO Electric Conductors and Cond33790572285 8534.94828838000 157706100002 PSCO Elec Trans Dist Serv 35300150658 1144.65685725000 157706215008 PSCO Utility Easement 33800150659 150.00042050000 157706215009 PSCO Utility Easement 33900150661 1595.17193909000 157706215006 PSCO Utility Easement 34000394682 2250.01188000000 157706200005 PSCO Underground Utility Easement34401000395 337.31459578100 157706202005 PSCO MSTT Utilities Easement34501384227 979.99397993800 157706237001 PSCO NE Utility Easement 3461879226 600.69476143800 157706223005 PSCO NE Utility Easement 34702766356 1591.95525016000 157706234008 PSCO NE Utility Easement 61902840896 100.71138412500 157706225002 PSCO NE Utility Easement 61090385432 50.00048581250 157706202007 PSCO Electric Power Line ROW 33590385432 683.75660537500 157706241002 ET AL PSCO Electric Power Line ROW 35090385433 684.46147500000 157706241002 PSCO Electric Power Line ROW35190681565 3970.28082416000 157706215004 PSCO MSTT Utilities Easement 189690708148 1901.07603837000 157706233003 PSCO Elec Trans Dist Serv 35590708149 2790.24451672000 157706237001 ET AL PSCO Elec Trans Dist Serv 35690913184 310.51096581200 157706220004 ET AL PSCO Elec Trans Dist Serv 37590611955 1006.65830541000 157706402006 PSCO Elec Trans Dist Serv 54590611955 997.79563903100 15770640200 PSCO Elec Trans Dist Serv 54190616180 301.60517228100 157706408011 PSCO Elec Trans Dist Serv 35490853552 3945.25652375000 157706412009 (ET AL) PSCO Elec Trans Dist Serv 35990853552 2583.50473966000 157706411009 ET AL PSCO Elec Trans Dist Serv 35890853552 908.15103384400 157706412009 (ET AL) PSCO Elec Trans Dist Serv 37190861532 7512.84726125000 157706411001 ET AL PSCO Buried Electric from COB 372 90677209 1702.09216397000 157706409013 PSCO Elec Trans Dist Serv 189890677209 1699.96104250000 157706409010 ET AL PSCO Elec Trans Dist Serv 189700496665 784.20656800000 157707101027 and 028 PSCO MSTT Utilities Easement 27601060414 2900.90590981000 157707114002 PSCO MSTT Utilities Easement 27790711887 1926.71805331000 157707101002 and 003 PSCO Elec Trans Dist Serv 29990886520 656.63392781300 157707108014 PSCO Utility Easement 31790886520 629.31681734400 157707108013 PSCO Utility Easement 31890886520 494.37750150000 157707108010 PSCO Utility Easement 31990977514 2395.52196419000 157707111031 PSCO Elec Trans Dist Serv 32290977514 1119.98633978000 157707111028 PSCO Elec Trans Dist Serv 32190977514 1095.80378656000 157707110005 PSCO Elec Trans Dist Serv 32390977514 1046.74206847000 157707109012 PSCO Elec Trans Dist Serv 32490977514 807.99225275000 157707111023 PSCO Elec Trans Dist Serv 32090711887 2225.47142119000 157707101005 and 006 PSCO Elec Trans Dist Serv 298252355 169743.99060200000 157707100002 PSCO Electric Conductors and Cond27590772393 74230.44626600000 157706301009 ET AL PSCO Electric Trans Dist Service 194690697206 40403.18254210000 157707101028 ET AL PSCO Elec Trans Dist Serv 18945247 14450.00000000000 157707402065 PSCO Utility Easement 257181523 538.03054925000 157707417010 ET AL PSCO Utility Easement 25800181523 386.95882615600 157707417010 ET AL PSCO Utility Easement 25900188773 5294.45495000000 157707416023 Quitclaim Owner to PSCO 27490809546 4501.11310125000 157707400005 PSCO Elec Trans Dist Serv 30290631479 4830.00000000000 157708111001 ET AL PSCO Elec Trans Dist Serv 189345112 37410.00000000000 157708203002 ET AL PSCO Electric Conductors and Cond30318833 5346.64491741000 157708226001 PSCO Electric Utility Lines 32500018834 500.00103250000 157708226001 PSCO Utility Easement 31318834 2646.24830938000 157708226001 PSCO Utility Easement 314696642 1600.00848700000 157708225001 PSCO MSTT Utilities Easement 305712871 11937.97283660000 157708225002 PSCO MSTT Utilities Easement30690809389 2869.96318437000 157708232001 PSCO Elec Trans Dist Serv 308402650 5469.06335188000 157708000001 PSCO Utility Easement 3042786057 805.05914325000 157708319009 PSCO NE Utility Easement 63300431194 4723.66273881000 157709009001 ET AL PSCO Utility Easement189200290790 175.37116465600 157709015061 PSCO Utility Easement 30900290790 89.44193650000 157709015063 PSCO Utility Easement 315299127 2820.89015412000 157709014002 PSCO Utility Easement 326 00299127 2818.43110722000 157709014001 PSCO Utility Easement 31600310509 1659.43529159000 157709015025 and 026 PSCO MSTT Utilities Easement 32800310509 72.58125000000 157709015010 PSCO MSTT Utilities Easement 327603673 2553.83461262000 157709000011 PSCO MSTT Utilities Easement 3301861974 4216.25013072000 157709018001 ET AL PSCO NE Utility Easement 33102301358 1104.30933775000 157709014008 PSCO NE Utility Easement 7832341135 99.58895725000 157709015065 PSCO NE Utility Easement 65803018811 2526.80053838000 157709000028 PSCO NE Utility Easement 573299126 4715.81939328000 157709049001 PSCO Utility Easement 206100348996 3101.61399672000 157717213031 ET AL PSCO Utility Easement27800348996 2035.16608894000 157717213031 ET AL PSCO Utility Easement28000348996 1559.76163731000 157717213031 ET AL PSCO Utility Easement27900390177 1070.98887234000 157717216014 ET AL PSCO Utility Easement28300390177 864.60606759400 157717216014 ET AL PSCO Utility Easement 28800390177 834.00659287500 157717216014 ET AL PSCO Utility Easement 285390177 595.52081200000 157717216014 ET AL PSCO Utility Easement 29100390177 391.71994615600 157717216014 ET AL PSCO Utility Easement 28600390177 3101.58936656000 157717216014 ET AL PSCO Utility Easement28900390177 2088.00579603000 157717216014 ET AL PSCO Utility Easement29000390177 1248.69606488000 157717216014 ET AL PSCO Utility Easement28400390177 1078.34252097000 157717216014 ET AL PSCO Utility Easement28700390177 1066.01279688000 157717216014 ET AL PSCO Utility Easement28100390177 897.79291143700 157717216014 ET AL PSCO Utility Easement 28200426794 1800.51322128000 157717213023 PSCO Utility Easement 292426804 479.65423178100 157717221011 Uknown (easement language covere 293426804 381.92973559400 157717221011 Uknown (easement language covere 29500426804 284.21770815600 157717224001 Uknown (easement language covered29400437084 2654.94784700000 157717213043 and 044 PSCO MSTT Utilities Easement 296437084 1818.85239591000 157717213042 PSCO MSTT Utilities Easement 29700457822 1681.28092034000 157717219007 ET AL PSCO MSTT Utilities Easement 189100457822 1375.12785856000 157717219003 PSCO MSTT Utilities Easement 18902749155 208.19077153100 157718101018 PSCO NE Utility Easement 58590787717 3804.01227409000 157706200001 PSCO Elec Trans Dist Serv 1888 REC_NO MAPPING_SOBID SHAPE_AREAAPNUse of EasementAddress/RGI Location Comments135773 COB Parcels2086 1350.00000000000 157704123018PSCO Electric Conductors, Conduit, Cab645 Manhatrtan Place3555495 COGO2194 3851.14722178000 157705419014Doc Not Found3740 Martin Drive03555480 COGO2231 3942.44437472000 157705419014Doc Not Found3740 Martin Drive03487066 COB Parcels2236 400.63925946900 146320300055PSCO Non‐Exclusive Utility2855 Valmont Drive03419494 COGO2150 138.20087837500 146329311015PSCO Non‐Exclusive Utility1805 29th Street03419491 COB Parcels2192 424.54475631200 146330259002PSCO Non‐Exclusive Utility1327 Balsam Avenue03372656 COGO2080 2826.82917625000 146136432009PSCO Non‐Exclusive Utility825 Circle Drive03316490 COGO2218 449.99905612500 146318208001PSCO Non‐Exclusive Utility4500 19th Street03275238 Legal 2090 7400.96341141000 146136200066 PSCO Non‐Exclusive Utility103 Canyon Boulevard3297398 COB Parcels2109 809.69854056300 146136447001PSCO Non‐Exclusive Utility538 Geneva Avenue03687887 COGO2119 2490.18197687000 146329161009PSCO Non‐Exclusive Utility3400 Valmont Drive03427086 COB PARCELS2226 7542.00823997000 157709000010PSCO Non‐Exclusive Utility575 Tantra Drive03427087 COB PARCELS2157 1932.74386738000 157709006002 ET ALPSCO Non‐Exclusive Utility555 and 575 Tantra Drive03473128 BLM COGO2137 802.06707109400 146334100008PSCO Non‐Exclusive Utility1599 Cherryvale Road3487062 COB PARCELS2196 8282.94914331000 146327004006PSCO Non‐Exclusive Utility2450 Central Avenue03623521 COGO2166 2353.57598291000 146332428004 and 146332427011 PSCO Non‐Exclusive UtilityNWC Bixby and 30th and E/S 30th at Bixby03605142 COB Parcels2159 1169.45313184000 157704134002PSCO Non‐Exclusive UtilityFormer SF redeveloped as MF3598529 COGO2128 2653.61695166000 146124100094PSCO Non‐Exclusive Utility3370 4th Street3311562 Legal2233 99.99877025000 146329423001PSCO Non‐Exclusive Utility3401  Walnut Street03593362 COGO2175 99.99996018750 146330363003PSCO Non‐Exclusive Utility1629 17th Street03592854 COGO, Parcels2185 2161.42078847000 146136432009PSCO Non‐Exclusive Utility825 Circle Drive03592852 COB Parcels2202 119.93834453100 146136127009PSCO Non‐Exclusive Utility870 University Avenue03584150 COGO2232 49.02480721870 146113409008PSCO Non‐Exclusive Utility630 Quince Circle03535279 COGO2186 3300.45967138000 146330436008PSCO Non‐Exclusive Utility1940 Walnut Street03534064 COGO, COB Parcels 2101 1115.23338653000 146136132005PSCO Non‐Exclusive Utility1145 7th Street03531236 COGO2102 672.80557209400 157718101029PSCO Non‐Exclusive Utility2403 Bri\arwood03314614 Legal2148 4247.66339956000 146311222004PSCO Non‐Exclusive Utility6685 Gunpark Drive033146152110 8746.87002378000 146311222001 ET ALPSCO Non‐Exclusive Utility5378 Gunbarrel Center Ct ET AL03514276 COGO2161 746.28272675000 146332300004PSCO Non‐Exclusive Utility900 28th Street3514273 COGO2165 672.91057175000 146329300076PSCO Non‐Exclusive Utility1955 28th Street03514272 COGO2124 24.99993018750 146319109001PSCO Non‐Exclusive Utility2310 Linden Avenue03514270 COGO2123 453.12169812500 146124100058PSCO Non‐Exclusive Utility1038 Kalmia Avenue03510834 COGO2155 2660.36097922000 146318557003 ET ALPSCO Non‐Exclusive Utility1636 Violet Avenue ET AL03522017 COB Parcels2219 24.79202718750 146330429007PSCO Non‐Exclusive Utility2003 Walnut Street03516953 COGO2098 35530.61719930000 146332300014PSCO Non‐Exclusive Utility800 28th Street3314615 Legal2242 4785.86677922000 146311222008PSCO Non‐Exclusive Utility5355 Gunbarrel Center Court ET AL03314615 Legal2234 14265.49732380000 146311222001 ET ALPSCO Non‐Exclusive Utility5378 Gunbarrel Center Ct ET AL03314616 Legal2227 969.57024181300 NAPSCO Non‐Exclusive UtilityAdjacent to above; appears to be in dedicated area03314616 Legal2082 1471.02157428000 NAPSCO Non‐Exclusive UtilityAdjacent to above; appears to be in dedicated area03510831 COGO2081 3956.80318969000 146310488001PSCO Non‐Exclusive Utility6035 Longbow Drive; easement says 3,894 SF3510830 COB Parcels, COGO 2107 476.38194643800 146136101013PSCO Non‐Exclusive Utility441 Arapahoe Avenue03501310 COGO2106 3961.18675731000 146329314001PSCO Non‐Exclusive Utility2525 Arapahoe Avenue3501309 COGO2179 6488.61306822000 146329314002PSCO Non‐Exclusive Utility2525 Arapahoe Avenue03501007 COGO2092 188.50003537500 146125499011PSCO Non‐Exclusive Utility901 Pearl Street03495287 COGO2140 65.29916043750 146318115002PSCO Non‐Exclusive Utility2158 Tamarack Avenue03495286 COGO2228 1405.59222062000 146318100042PSCO Non‐Exclusive Utility2156 Tamarack AvenueAMENDED EXHIBIT 2 Part 2 Property Spreadsheet Part 2 of 3 Parts - Recorded Documents compiled after January 2019 - Page 1 of 3. 03495285 COGO 2216 346.64948831300 146318100041 PSCO Non‐Exclusive Utility 2140 and 2150 Tamarack Avenue03487067 COB Parcels 2077 1412.21455941000 146320300054 PSCO Non‐Exclusive Utility 2851 Valmont Drive03487065 COGO 2213 2147.74380397000 146329311004 PSCO Non‐Exclusive Utility 1925 30th Street03487064 COGO 2130 2578.20275894000 146328000065 PSCO Non‐Exclusive Utility 4740 Pearl Parkway03487063 COGO 2177 2488.20845706000 146329315001 PSCO Non‐Exclusive Utility 2930 Pearl Street03419499 COGO 2120 972.17594465600 146113436003 ET AL PSCO Non‐Exclusive Utility 3969 Springleaf Lane ET AL03419496 COGO, COB Parcels 2229 116.84157184400 146334100008 PSCO Non‐Exclusive Utility 1599 Cherryvale3419495 COGO 2131 3378.02808819000 146320270001 PSCO Non‐Exclusive Utility 2800 Palo Parkway03419493 COB Parcels 2117 197.09406403100 146124400048 PSCO Non‐Exclusive Utility 706 Iris Avenue03406228 COB Parcels 2208 239.99869784400 146330331003 PSCO Non‐Exclusive Utility 1700 Pearl Street03397912 COGO 2217 1249.99770903000 146320404072 PSCO Non‐Exclusive Utility 3035 Oneal Parrkway03393471 COB Parcels 2180 574.51592421900 146125305003 PSCO Non‐Exclusive Utility 2201  4th Street03383206 COGO 2200 815.99292003100 146136432010 PSCO Non‐Exclusive Utility 815 Circle Drive03382692 COB Parcels 2183 24.99970087500 146125436005 PSCO Non‐Exclusive Utility 580 Spruce Street03373650 COB Parcels 2097 99.17238784380 146330429007 PSCO Non‐Exclusive Utility 2003 Walnut Street03373649 COB Parcels 2224 864.55840762500 146330429006 PSCO Non‐Exclusive Utility 1922 20th Street03372633 COB Parcels 2215 603197.80272000000 146302423001 PSCO Non‐Exclusive Utility 7060 Winchester Circle03372631 COGO 2211 1829.76076012000 146327000070 PSCO Non‐Exclusive Utility 1900 55th Street03372624 COGO 2103 1260.28718331000 146329200036 PSCO Non‐Exclusive Utility 2655 28th Street03340841 COGO 2105 524.85651000000 146112002001 PSCO Non‐Exclusive Utility 1175 Lee Hill Drive03340839 COGO 2138 291.94744596900 146112002001 PSCO Non‐Exclusive Utility 1175 Lee Hill Drive03314394 COB PARCELS 2241 3655.25067984000 146125212008 ET AL PSCO Non‐Exclusive Utility 2657 4th Street ET AL03314394 COB PARCELS 2093 966.56531031300 146125212008 ET AL PSCO Non‐Exclusive Utility 2658 4th Street ET AL03330972 BLM PLSS 2220 1568.27567794000 146329159005 PSCO Non‐Exclusive Utility 2366 Junction Place3319344 COB PARCELS 2195 449.99356965600 157706212005 PSCO Non‐Exclusive Utility 1512 Mariposa Avenue3314394 COB PARCELS 2176 966.04041156200 146125212008 ET AL PSCO Non‐Exclusive Utility 2658 4th Street ET AL03314394 COB PARCELS 2188 3537.17800000000 146125212008 ET AL PSCO Non‐Exclusive Utility 2658 4th Street ET AL3114394 COB PARCELS 2207 7347.10000000000 146125212008 ET AL PSCO Non‐Exclusive Utility 2658 4th Street ET AL03700616 COGO 2222 100.00076450000 146329121001 PSCO Non‐Exclusive Utility 3280 Valmon Street0369334 COGO 2115 234.99931565600 146329161002 PSCO Non‐Exclusive Utility03696333 COGO 2134 74.01762837500 146329161003 PSCO Non‐Exclusive Utility 3210 Meredith Street03696332 COGO 2156 1543.90535984000 146329161002 PSCO Non‐Exclusive Utility 3205 Meredith Street03696331 COGO 2095 579.92289890600 146329161008 PSCO Non‐Exclusive Utility 3401 Bluff Street03696330 COGO 2121 279.77779815600 146329161004 PSCO Non‐Exclusive Utility 3304 Meredith Street03696329 COGO 2174 2032.55409247000 146329161005 PSCO Non‐Exclusive Utility 3390 Valmont Road03693140 COB Parcels 2212 59967.89688650000 146329233001 PSCO Non‐Exclusive Utility 2665 28th Street03689447 COB Parcels 2099 838.93016715600 146125316018 PSCO Non‐Exclusive Utility 255 Canyon Boulevard03689447 COB Parcels 2181 1328.44652400000 146125316018 PSCO Non‐Exclusive Utility 256 Canyon Boulevard03689446 COGO and Parcels 2162 2197.51514803000 146125300014 PSCO Non‐Exclusive Utility 250 Pearl Street03689445 COGO 2114 432.84083206300 146125324004 PSCO Non‐Exclusive Utility 236 Pearl Street03687890 COGO 2076 1427.03801494000 146329161004 PSCO Non‐Exclusive Utility 3304 Meredith Street3687889 COGO 2149 1301.90048959000 146329161004 PSCO Non‐Exclusive Utility 3304 Meredith Street03687888 COGO 2193 2946.15830116000 146329161005 PSCO Non‐Exclusive Utility 3390 Valmont Road03419503 COB PARCELS 2078 5586.37879703000 146332200100 PSCO Non‐Exclusive Utility 2500 Arapahaoe Avenue03419503 COB PARCELS 2203 294.99495181300 146332200100 PSCO Non‐Exclusive Utility 2500 Arapahaoe Avenue03419504 COB PARCELS 2141 99.99852081250 146330335001 PSCO Non‐Exclusive Utility 1035 Walnut Street03419505 COB PARCELS 2088 3347.00179381000 146327006001 PSCO Electric Non‐Exclusive 5500 Central Avenue 03419505 COB PARCELS 2122 1882.81868800000 146327006001 PSCO Electric Non‐Exclusive 5500 Central Avenue3419512 COB PARCELS 2075 706.72428975000 146125132007 PSCO Non‐Exclusive Utility 2601 Br\oadway03419513 parcels 2235 1908.03438981000 146329401002 PSCO Non‐Exclusive Utility 2000 30th Street03419514 COB PARCELS 2214 5214.34471637000 157704300001 PSCO Non‐Exclusive Utility 4990 Moorhead Avenue03419518 BLM COGO 2087 3691.42573041000 146311221002 ET AL PSCO Non‐Exclusive Utility 6315 Lookout Road3297399 Legal 2163 1214.72122425000 146136447001 ET AL PSCO Non‐Exclusive Utility 538 Geneva Avenue3306211 Legal 2135 6251.66783725000 157704300001 PSCO Non‐Exclusive Utility 4990 Moorhead Avenue03687886 COGO 2079 1225.87216547000 146329161006 PSCO Non‐Exclusive Utility 3303 Bluff Street03650712 COGO 2112 981.50000000000 146329311015 ET AL PSCO Non‐Exclusive Utility 1829 29th Street ET AL03650711 COGO 2178 166.80000000000 146329311015 PSCO Non‐Exclusive Utility 1805 29th Street03650710 COGO 2143 2848.63813809000 146329300090 ET AL PSCO Non‐Exclusive Utility 1657 28th Street03650710 COGO 2221 2293.74088791000 146329300090 ET AL PSCO Non‐Exclusive Utility 1657 28th Street03630574 COB Parcels 2085 25.00000025000 146136417014 PSCO Non‐Exclusive Utility 820 Grant Place03630571 COGO 2153 2008.38989322000 146330226050 PSCO Non‐Exclusive Utility 1515 Sunset Bouldevard03630570 COB Parcels 2197 9389.14328372000 146329314001 PSCO Non‐Exclusive Utility 2525 Arapahoe Avenue03624254 COGO 2125 4976.24893516000 146328008008 PSCO Non‐Exclusive Utility 1730 38th Street03624252 COGO 2158 130.00185712500 146329250002 PSCO Non‐Exclusive Utility 2830 Valmont Road Transmformer pad03427083 COB PARCELS 2118 150.00074568800 157709002001 PSCO Non‐Exclusive Utility 5377 Manhattan Circle03427084 BLM COGO 2230 448.14100396900 146311222001 PSCO Non‐Exclusive Utility 5378 Gunbarrel Center Ct03427089 COB PARCELS 2225 20.00000775000 157706121006 PSCO Non‐Exclusive Utility 300 19th Street03439524 COB PARCELS 2116 684.09178006200 146311222008 PSCO Non‐Exclusive Utility 5355 Gunbarrel Center Court03439526 COB PARCELS 2104 863.01077378100 146302013012 PSCO Non‐Exclusive Utility 6689 Bean Mountain Lane03439527 COB PARCELS 2144 2715.56399403000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2240 2252.47538000000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2145 2507.53969175000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2182 1051.67200056000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2139 6099.27253719000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2154 2934.75069728000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2210 2888.17037391000 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439527 COB PARCELS 2189 774.40014962500 146112084009 ET AL PSCO Non‐Exclusive Utility 835 Zamia Avenue ET AL03439529 COB PARCELS 2152 505.95115600000 146125437004 PSCO Non‐Exclusive Utility 420 Spruce Street03448166 COB PARCELS 2129 1441.37800000000 146329130001 PSCO Non‐Exclusive Utility 2490 Junction Place03450045 COB PARCELS 2184 2354.09036144000 146329300056 PSCO Non‐Exclusive Utility 2425 Canyon Boulevard03450047 COB PARCELS 2239 232.63969612500 146124453001 and 002 PSCO Non‐Exclusive Utility 711 and 717 Hawthorn Avenue03452836 COB PARCELS 2206 740.96977625000 146136411005 PSCO Non‐Exclusive Utility 907 7th Street3311561 Legal 2100 151.14430253100 146329423001 PSCO Non‐Exclusive Utility 3401 Walnut Street3311561 Legal 2147 149.99890515600 146329423001 PSCO Non‐Exclusive Utility 3401 Walnut Street3311561 Legal 2190 149.99815537500 146329423001 PSCO Non‐Exclusive Utility 3401 Walnut Street3452840 COB PARCELS 2089 745.65323850000 146136411004 PSCO Non‐Exclusive Utility 921 7th Street03452841 COB PARCELS 2146 741.40406550000 146136411008 PSCO Non‐Exclusive Utility 923 7th Street03452842 COB PARCELS 2164 558.32968090600 146136449001 PSCO Non‐Exclusive Utility 927 7th Street3460709 COB PARCELS 2191 6740.68986794000 157709000010 PSCO Non‐Exclusive Utility 575 Tantra Drive03470960 COB PARCELS 2237 112.10000000000 146329130002 PSCO Non‐Exclusive Utility 2440 Junction Place03471952 COB PARCELS 2084 2449.97563250000 146124140002 PSCO Non‐Exclusive Utility 3627 Broadway03472205 COB PARCELS 2133 596.03000000000 146329160001 PSCO Non‐Exclusive Utility 2445 Junction Place03473129 COGO FROM STREET 2083 9531.22135956000 146332300008 PSCO Non‐Exclusive Utility 950 Regent Drive03478484 COB PARCELS 2201 322.87985700000 146328028008 PSCO Non‐Exclusive Utility 4710 Pearl East Circle Site_No Record_No BID Area APN Use of Easement Address/RGI Location Comments 196655 299 347 9347.15470112000 146334112001 PSCO Non-Exclusive Utility 6006 Oreg Avenue 167164 378 426 98.26676113750 146330M03003 PSCO Non-Exclusive Utility 1750 14th Street 41469 416 464 296.00000000000 146136101011 Elec Trans Dist Serv 459 Arapahoe Avenue 41468 417 465 304.00000000000 146136101012 Elec Trans Dist Serv 455 Arapahoe Avenue 41474 418 466 400.00000000000 146136101015 Elec Trans Dist Serv 431 Arapahoe Avenue 41473 419 467 800.00000000000 146136101013 and 013 Elec Trans Dist Serv 441 and 435 Arapahaoe Avenue 41475 420 468 600.00000000000 146136101016 Elec Trans Dist Serv 425 Arapahoe Avenue 41466 421 469 816.00000000000 146136101006 and 146136101023 Elec Trans Dist Serv 515 and 521 Arapahoe Avenue 41467 422 470 376.00000000000 146136101026 and 027 Elec Trans Dist Serv 495 and 485 Arapahaoe Avenue 41465 423 471 400.00000000000 146136101022 Elec Trans Dist Serv 531 Arapahoe Avenue 41463 424 472 400.00000000000 146136101004 Elec Trans Dist Serv 549 Arapahoe Avenue 41464 425 473 400.00000000000 146136101005 Elec Trans Dist Serv 541 Arapahoe Avenue 41461 427 475 400.00000000000 146136101002 Elec Trans Dist Serv 563 Arapahoe Avenue 41462 428 476 400.00000000000 146136101003 Elec Trans Dist Serv 555 Arapahoe Avenue 41470 429 477 600.00000000000 146136101010 Elec Trans Dist Serv 465 Arapahoe Avenue 41472 430 478 360.00000000000 146136101009 Elec Trans Dist Serv 479 Arapahoe Avenue 44836 431 479 3600.00000000000 146136100047 ET AL Elec Trans Dist Serv 556 University Avenue 41460 426 474 800.00000000000 146136101019 Elec Trans Dist Serv 1727 6th Street 79122 560 758 1994.62462375000 157704411039 Elec Trans Dist Serv 295 Seminole Drive 41486 60 103 22400.00000000000 146112000015 ET AL PSCO Trans Dist Serv Lee Hill Road, Broadway to 8th AMENDED EXHIBIT 2 Part 3 Property Spreadsheet Part 3 of 3 Parts - Unrecorded Documents provided by Xcel - Page 1 of 1. REC. NO.SUBSTATION DESCRIPTION QUANTITY UNIT 137527 Access Easements: 56,714 SQ. FT.1 Lot Equipment Easements: (West) 5,950 SQ. FT.1 Lot Equipment Easements: (East) 5,275 SQ. FT.1 Lot Feeder Easements (Area A): 5,665 SQ. FT.1 Lot Feeder Easements (Area B): 2,145 SQ. FT.1 Lot Feeder Easements (Area C): 792 SQ. FT.1 Lot 15kV Switchgear Building 15kV Breakers with protection and control Station Service pad-mount Transformer DC System, Batteries and Charger 13.8kV Tie between Switchgear 13.8kV Tie bewteen Switchgear 1 Lot 15kV Switchgear Building 15kV Breakers with protection and control Station Service pad-mount Transformer DC System, Batteries and Charger 1 Lot Transformer Bank 1 and Bay Circuit Switcher Disconnect V-Switch Protection Equipment 1 Lot Transformer Bank 2 and Bay Disconnect V-Switch Protection Equipment 1 Lot Transformer Bank 3 and Bay Disconnect V-Switch Protection Equipment 1 Lot Facilities specifically associated with Equipment: Foundations Steel Supporting Structures Control Cable and Conduit 1 Lot Land in fee for COB Facilities only: 29,507 SQ. FT.1 Lot Access easement in a portion of the area of the new substation: 6,571 SQ. FT.1 Lot 90786270 Access Easements: 70,886 SQ. FT.1 Lot Equipment Easements: 13,209 SQ. FT. 1 Lot Feeder Easements: 17,239 SQ. FT.1 Lot Common Facilities: Ground Grid Fence Lightning Protection Yard Lights 1 Lot 15kV Switchgear Building 1 15kV Breakers with protection and control 1 Station Service pad-mount Transformer 1 Overhead bus tie between 15kV Switchgear 1 Lot 15kV Switchgear Building 2 15kV Breakers with protection and control 1 Station Service pad-mount Transformer 1 Lot Transformer Bank 1 and Bay Circuit Switcher Disconnect V-Switch Protection Equipment 1 Lot Transformer Bank 2 and Bay Disconnect V-Switch Protection Equipment 1 Lot Existing Building with DC System, batteries and charger 1 Lot Separate Transformer Oil Containment Vault 1 Lot Facilities specifically associated with COB Equipment: Foundations Steel Supporting Structures Control Cable and Conduit 1 Lot 1152371 Equipment Easements: 17,983 SQ. FT.1 Lot Access Easements: 120,715 SQ. FT.1 Lot Switchgear Building 1 Breakers with protection and control 1 Station Service pad-mount Transformer DC System, Batteries and Charger 13.8 kV Tie 1 Lot Switchgear Building 2 Breakers with protection and control 1 Station Service pad-mount Transformer DC System, Batteries and Charger 13.8kV Tie 1 Lot Capacitor Bank 1 with Switching Equipment and Grounding Switch 1 Lot Capacitor Bank 2 with Switching Equipment and Grounding Switch 1 Lot Transformer Bank 1 and Bay Circuit Switcher Protection Equipment 1 Lot SUBSTATION F SUBSTATION D LEGGETT NEW SUBSTATION B AMENDED EXHIBIT 3 Substation Spreadsheet Transformer Bank 2 and Bay Circuit Switcher Protection Equipment 1 Lot Facilities specifically associated with COB Equipment: Foundations Steel Supporting Structures Control Cable and Conduit 1 Lot Data for the equipment and land area was derived from the PSCo SIS Process. The reception numbers are from the office of the Boulder County Clerk and Recorder. GUNBARREL AMENDED EXHIBIT 4 Confidential Exhibit 4 and Public Exhibit 4 have been withdrawn. EXHIBIT 5 EASEMENT SHARING AGREEMENT EXHIBIT 5 Decision No. C17-0750 BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF COLORADO PROCEEDING NO. 15A-0589E IN THE MATTER OF THE APPLICATION OF THE CITY OF BOULDER, COLORADO FOR APPROVAL OF THE PROPOSED TRANSFER OF ASSETS FROM PUBLIC SERVICE COMPANY OF COLORADO TO THE CITY AND ASSOCIATED AUTHORIZATIONS AND RELIEF. DECISION GRANTING, IN PART AND WITH CONDITIONS, AND DENYING, IN PART, THIRD SUPPLEMENTAL VERIFIED APPLICATION Mailed Date: September 14, 2017 Adopted Date: August 30, 2017 TABLE OF CONTENTS I. BY THE COMMISSION .........................................................................................................3 A. Statement ...........................................................................................................................3 B. Third Supplemental Verified Application .........................................................................6 1. Proposed Assets for Transfer .....................................................................................7 2. Boulder’s Proposed Separation Plan ..........................................................................8 3. Four-Phase Proceeding and Other Regulatory and Court Activities ........................10 C. Procedural History ...........................................................................................................14 D. Overview of the Positions of the Intervening Parties ......................................................20 1. Public Service ...........................................................................................................20 2. Staff ..........................................................................................................................22 3. IBM ..........................................................................................................................24 4. OCC ..........................................................................................................................24 5. CU-Boulder ..............................................................................................................25 6. Climax ......................................................................................................................25 7. Evraz .........................................................................................................................26 8. Tri-State ....................................................................................................................26 II. LEGAL OBLIGATIONS AND RESPONSIBILITIES ..........................................................27Colorado PUC E-Filings SystemEXHIBIT 6 2017 PUC DECISION Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 2 A. Commission Jurisdiction .................................................................................................27 B. Burden of Proof ...............................................................................................................30 C. Standard of Review .........................................................................................................31 III. ASSETS FOR TRANSFER FROM PUBLIC SERVICE TO BOULDER ............................33 A. Assets Inside the Substations ...........................................................................................36 1. Colocation at Substations .........................................................................................37 2. Positions of the Intervening Parties ..........................................................................42 3. Findings and Conclusions ........................................................................................43 B. Assets Outside the Substations ........................................................................................45 1. Boulder’s Position ....................................................................................................46 2. Positions of the Intervening Parties ..........................................................................47 3. Findings and Conclusions ........................................................................................48 C. Conditions on the Approval of Assets for Transfer .........................................................50 1. Access to Rights of Way and Other Real Property Rights .......................................50 2. Addressing Deficiencies in the List of Identified Assets .........................................51 3. Agreement(s) on Boulder’s Reimbursement of Public Service’s Costs...................53 4. Filing Deadline and Review of Compliance Conditions ..........................................54 IV. BOULDER’S PROPOSED ASSOCIATED AUTHORIZATIONS AND RELIEF ..............55 A. Joint Use of Poles ............................................................................................................55 1. Boulder’s Proposal ...................................................................................................55 2. Public Service’s Position ..........................................................................................56 3. Findings and Conclusions ........................................................................................57 B. Detailed Design Drawings and Specifications ................................................................58 1. Boulder’s Proposal ...................................................................................................58 2. Positions of the Intervening Parties ..........................................................................59 3. Findings and Conclusions ........................................................................................60 C. Construction of New Facilities and Reconfiguration of Existing Facilities ....................61 1. Boulder’s Proposal ...................................................................................................61 2. Positions of the Intervening Parties ..........................................................................62 3. Findings and Conclusions ........................................................................................65 D. Financing, Proposed Regulatory Asset, and Payment by Boulder ..................................66 1. Boulder’s Proposal ...................................................................................................66 Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 3 2. Positions of the Intervening Parties ..........................................................................68 3. Findings and Conclusions ........................................................................................70 E. Dispute Resolution ..........................................................................................................72 V. SERVICE TO IBM .................................................................................................................74 A. IBM’s Position .................................................................................................................74 B. Boulder’s Response .........................................................................................................77 C. Positions of Other Parties ................................................................................................78 D. Legal Analysis .................................................................................................................79 E. Findings and Conclusions ................................................................................................82 VI. DIRECTIVES TO PUBLIC SERVICE ..................................................................................83 A. Good Faith Cooperation with Boulder ............................................................................83 B. Obligation to Serve Until Cut-Over ................................................................................85 C. Cost Accounting ..............................................................................................................85 VII. PROCEEDINGS BEFORE THE COMMISSION .................................................................87 VIII. ORDER ............................................................................................................................88 A. It is Ordered That: ...........................................................................................................88 B. ADOPTED IN COMMISSIONERS’ DELIBERATIONS MEETING August 30, 2017.90 I. BY THE COMMISSION A. Statement 1. The City of Boulder (Boulder or the City) has conditionally authorized the formation of a municipal electric utility, and the Boulder City Council has voted to pursue the acquisition of the electric utility assets in Boulder from Public Service Company of Colorado (Public Service or the Company). There are approximately 52,500 Public Service customers in Boulder that the City seeks to separate from Public Service’s service area. Boulder states that it is not seeking to provide service to any customers located outside of the Boulder city limits. Boulder, however, is not seeking to provide service to all customers within the city. Because of Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 4 the cost of serving two City-owned facilities within the city, Boulder has requested that Public Service continue to serve those facilities. 2. On May 12, 2017, Boulder filed its Third Supplemental Verified Application (Application) seeking approval of the transfer of certain assets from Public Service to the City. Boulder also seeks associated authorizations and relief as set forth in the Application. Boulder filed Direct Testimony and Exhibits of six witnesses in support of the Application. 3. Boulder states that the Colorado Public Utility Commission’s (Commission or PUC) task in this Proceeding is to determine how Public Service’s system should be assigned, divided, and jointly used and to ensure that the transfer of property required for Boulder to municipalize will not impact the effectiveness, reliability, and safety of Public Service’s system after separation. 4. Now being fully advised in this matter, the Commission grants, in part and with conditions, and denies, in part, the Application. Our decision satisfies the requirements stemming from the Boulder District Court in Order Re: Judicial Review of the Colorado Public Utilities Commission Decision, City of Boulder v. Pub. Utils. Comm’n, Case No. 14CV30047 (Boulder Dist. Ct., January 14, 2015)(Boulder District Court Decision). Namely, our decision determines—to the extent necessary at this time—how Public Service’s facilities should be assigned, divided, or jointly used to protect Public Service’s electric distribution system’s effectiveness, reliability, and safety. Our decision to grant conditionally a portion of the Application also reflects two primary considerations: first, we seek to preserve Public Service’s ability to serve its customers during separation and post-separation; and second, we seek to protect Public Service’s ratepayers from being responsible for payment of any municipalization and separation costs that Boulder should pay. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 5 5. We approve the designation of certain assets for transfer from Public Service to Boulder, subject to Boulder demonstrating compliance with three conditions as discussed in detail below. The specific assets designated for potential transfer are located outside of the substations that Public Service presently uses to serve its retail electric customers in the Boulder area. In order to secure final approval of the designation of these assets for transfer, Boulder must take the following actions: (1) file an agreement reached between Boulder and Public Service that provides Public Service permanent non-exclusive easements and other necessary real property rights for the location of its electric facilities within Boulder’s city limits that are necessary for Public Service to provide service to its customers after separation; (2) correct the errors and omissions from the list of assets for transfer outside of the substations and resubmit the revised list of assets for final approval; and (3) file an agreement (or multiple agreements) between Boulder and Public Service that address(es) the payment by Boulder to Public Service of the costs incurred by Public Service to effectuate municipalization and the separation of Public Service’s system into two separate systems. 6. We find that it is premature to designate any facilities inside the substations for potential transfer to Boulder from Public Service. We conclude that it is reasonable for Public Service and Boulder to rely upon the normal load interconnection request process that is available to Boulder as a prospective transmission customer of Public Service. We expect the transmission load interconnection process will establish the required configurations and ownership arrangements within the substations without requiring further action by the Commission before Boulder proceeds to condemnation. 7. Further, we deny Boulder’s other requests as set forth in its Application, consistent with the discussion below. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 6 8. We direct Public Service to assist Boulder in good faith in the City’s efforts to satisfy the conditions set forth in this Decision for securing final Commission approval of the designation of assets for transfer outside of the substations. We also direct Public Service to work with Boulder in good faith pursuant to the transmission load interconnection process under the Company’s Open Access Transmission Tariff (OATT), consistent with the discussion below. 9. We direct Public Service to serve customers within Boulder city limits until the time when Boulder begins to operate its municipal electric utility (i.e., the Cut-Over Date). We further direct Public Service to account for the costs it incurs associated with Boulder’s municipalization and separation efforts for the purpose of review of such costs in future rate cases and associated proceedings. 10. This Proceeding may conclude with a final decision designating the assets for transfer (those outside of the substations) from Boulder to Public Service upon the Commission’s satisfaction that Boulder has complied with the three conditions set forth in this Decision. In the future, Boulder and Public Service shall file an application in a separate proceeding for final approval of the transfer of assets, pursuant to § 40-5-105, C.R.S., prior to when Boulder begins to operate its municipal electric utility. B. Third Supplemental Verified Application 11. Boulder asks the Commission to approve a proposed separation of the electric distribution system to permit, on the one hand, the City to provide electric service to its future customers within the city limits with City-owned facilities; and, on the other hand, Public Service to provide electric service to the Company’s customers in unincorporated Boulder County. The specific assets that Boulder seeks to acquire, according to the Application, were identified during the development of a “Separation Plan.” Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 7 12. Boulder asks the Commission to approve the transfer of Public Service’s assets associated with the distribution of electricity that are needed for Boulder to own and operate a municipal electric utility. Boulder also requests that the Commission approve the proposed planning level configuration of the Separation Plan that identifies the construction of new facilities and reconfiguration of the existing facilities that will be necessary for the existing system to operate as two separate systems. Specifically, Boulder requests that the Commission find that the Separation Plan will, if implemented as proposed by the City, result in a system for Public Service that is as effective, reliable, and safe as Public Service’s current system. 1. Proposed Assets for Transfer 13. Boulder’s Application filing, including Direct Testimony and Exhibits, describes in detail the proposed assets for transfer. 14. Boulder separates the assets into two categories: (1) the assets for approval that are inside the six substations that Public Service currently uses to provide retail electric service to customers within Boulder (identified as Substations A, B, C, D, E, and F);1 and (2) the assets for transfer that are outside of those substations.2 15. The assets for transfer outside the substations include the following: the electric distribution property, plant, and equipment used, in whole or in part, to serve electric customers within Boulder, whether located within or outside the city limits, including: overhead and underground distribution lines; distribution transformers (both pole and pad mount); overhead and underground secondary and service conductors; fiber optic and other communications 1 See Hearing Exhibits 202 and 202A, Nickell Answer, Attachment CSN-1. 2 See, e.g., Hearing Exhibits 103 and 103A, Ghidossi Direct, Attachment TAG 5, Technical Volume Part I, p. 11. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 8 equipment associated with the distribution system; customer meters and other equipment; easements; and associated property rights for the electric distribution system. The assets for transfer also include streetlights and traffic signal lights owned by Public Service and located within the city limits. 16. The assets for transfer inside the substations include protective equipment on the high voltage side of transformers (including relaying, communications, and control equipment), power transformers, distribution switchgear, and easements. 17. Boulder states that it is not seeking authority to transfer any other assets, including any of Public Service’s generation assets, transmission assets, the Company’s Certificate of Public Convenience and Necessity (CPCN), goodwill, consulting agreements, brands, advertising, or employees. 2. Boulder’s Proposed Separation Plan 18. Boulder’s proposed Separation Plan consists of: (1) two separation models—a Synergi version (using proprietary engineering software) and a Geographic Information System (GIS) version; (2) the testimonies of two engineers hired by Boulder to provide expert testimony in this Proceeding—Mr. Thomas A. Ghidossi and Mr. Steven D. Catanach; and (3) certain attachments to their pre-filed testimony. Boulder argues that its proposed Separation Plan is the result of extensive engineering design and testing that is sufficient to prove that it will ensure Public Service has a system after separation that is at least as effective, reliable, and safe to operate as the existing system. 19. Boulder states that its proposed Separation Plan is presented at a planning level of engineering, which, according to the City, is a mid-level design having more detail than conceptual design, but less detail than a final design. Boulder argues that this planning level Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 9 of engineering provides: (1) sufficient detail to guide long-term decisions and perform cost estimates in the 30 percent contingency range; (2) general construction and modification descriptions; (3) preliminary routes and configurations; and (4) performance analysis indicating that construction and modifications are intended to meet Public Service’s criteria. According to Boulder, the Separation Plan may serve as a blueprint for the design of the construction phase of the work by combining known, existing facilities with facilities to be constructed in order to maintain electrical continuity and system reliability. 20. Boulder’s proposed Separation Plan is primarily the result of its planning of a “No Distribution Interconnection” scenario (NDI Plan), where feeders would be extended, in some cases across the City, to provide a tie between substation transformers that are owned and operated by each serving utility: Public Service and Boulder. Boulder explains that the result is essentially a separate distribution loop for Public Service that is being created around the City to allow Public Service to have necessary back-up sources, as well as new ties. In turn, Boulder will have the necessary back-up sources it needs on the Boulder system in order for it to provide service within the City. 21. The NDI Plan applies to all “study areas” in Boulder, with the exception of Area 1.3 Certain out-of-city customers in Area 1 would follow an alternative “Emergency Back-up Plan” (EB Plan). Boulder explains that an EB Plan would allow Boulder’s system to normally operate independently from Public Service’s system. However, during an outage or during maintenance, construction, or other activities requiring back-up, one utility will provide back-up to the other from key interconnection points on the system. Boulder estimates that an NDI Plan 3 There are ten study areas depicted in Hearing Exhibits 105, 105A, and 105B, Catanach Direct, Attachment SDC-2, p. 1. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 10 for all of Area 1 would cost approximately $1 million more than an EB Plan for the eight out-of-City customers. 22. Notwithstanding the proposed separation of the two systems, Boulder proposes that Public Service continue to serve two city-owned parcels within its city limits: the facilities at Boulder Reservoir and the Open Space and Mountain Parks Department facilities located at Cherryvale Road and South Boulder Road, respectively. 23. Boulder acknowledges that Public Service developed the existing distribution system without regard to the City’s municipal boundaries, recognizing that Public Service designed its system to serve all of the electric customers within its designated service territory. Boulder also acknowledges that throughout the existing system, individual feeders routinely serve customers both inside and outside the city limits and often cross the boundaries of the City several times. 24. Boulder states that the implementation of the Separation Plan will entail the addition of new substation transformers and the construction of new backbone feeders that are tied together to provide back-up. Boulder estimates that the construction and reconfiguration work in the Separation Plan will take at least three years to complete. 3. Four-Phase Proceeding and Other Regulatory and Court Activities 25. Boulder proposes that this Proceeding be divided into four phases. Boulder’s plan is that itself and Public Service would both undertake various activities between the phases. Further, Boulder and Public Service would engage in other proceedings related to municipalization, including potentially, a condemnation proceeding to acquire the assets needed to operate a municipal electric utility as well as other proceedings before this Commission Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 11 and the Federal Energy Regulatory Commission (FERC) to address electric generation and generation-related stranded costs. 26. Boulder argues that the Commission will retain jurisdiction over all matters through all four of the City’s proposed phases for this Proceeding, because Public Service will continue to own the distribution system in Boulder and because Public Service will continue to have a CPCN to provide retail electric service in the area. Boulder explains that Public Service would operate, maintain, and improve the system in Boulder until the separation of the system is complete. Boulder argues this approach would eliminate any impact to customers in the interim period and would permit Public Service to continue to receive the benefits and obligations of asset ownership within the Boulder city limits. In addition, Boulder proposes that Public Service, using a third-party contractor in coordination with the City, would construct all new facilities and engage in any reconfiguration necessary to separate the systems, in conformance with detailed design drawings and specifications as approved by the Commission. Boulder also proposes that Public Service finance this construction and reconfiguration work, where all costs associated with these activities would be accounted for in a “regulatory asset,” subject to various Commission reviews and prudency determinations, for repayment by Boulder after the implementation of the Separation Plan is complete. 27. In order to ensure Commission jurisdiction over all matters in this Proceeding, Boulder proposes that Public Service enter an agreement with Boulder delaying issuance of a Rule and Order in the district court condemnation proceeding. Specifically, the agreement would provide the following: (1) the payment of the condemnation court’s valuation award would be deferred until after construction of the Separation Plan is complete; (2) there would be no interest Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 12 paid on such deferred amounts; and (3) the entry of the Rule and Order would be delayed until the systems are fully separated. 28. Phase 1 of this Proceeding is intended to support Boulder’s attempt to acquire the assets from Public Service by negotiation, or if unsuccessful, to file a condemnation case to acquire the assets approved by the Commission for transfer. Phase 2 is centered on a “Go/No-Go Decision” when Boulder will determine, prior to the beginning of any construction and reconfiguration of the system, whether it can move forward with municipalization. The final two phases culminate in the “Cut-Over Date” which is when Boulder begins to operate its municipal electric utility. 29. In this Phase 1, the City is asking the Commission to approve: (1) the transfer of the assets Boulder wishes to acquire from Public Service so the City may move forward to condemnation; and (2) the Separation Plan. Boulder states that once the Commission approves the transfer of assets, Boulder can move to condemnation in order to acquire the assets. 30. Boulder proposes that after the Commission approves the Separation Plan, Public Service, in consultation with Boulder’s engineers, would contract with third-party engineers to complete the final design for the Separation Plan, solicit bids for the necessary construction work, and develop an estimated timeline for the separation. 31. Boulder then proposes to return to the Commission in Phase 2, when it will seek Commission approval of: (1) detailed design drawings and specifications consistent with a Commission-approved Separation Plan; (2) the bid for the construction and reconfiguration work necessary to implement the Separation Plan; and (3) an estimated construction timeline. Boulder states that Phase 2 would be concurrent with a condemnation proceeding in Boulder District Court. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 13 32. At the conclusion of Phase 2 and the conclusion of the condemnation proceeding, but prior to the start of construction and reconfiguration of the systems, Boulder proposes that it would determine whether it could proceed with municipalization. The Go/No-Go Decision would be premised on the cost of acquisition, separation, and other start-up costs. 33. Should Boulder decide to continue with municipalization of the electric distribution system, it would move into Phase 3 of this Proceeding. Boulder proposes that Public Service’s third-party contractor, consistent with the Separation Plan, would construct new facilities and reconfigure existing facilities during this phase. Boulder further proposes that costs incurred during this time would be tracked in a regulatory asset. Phase 3 would also entail Commission approval of Boulder’s “Cut-Over Plan.” During Phase 3, Boulder anticipates a need to obtain information necessary to operate an electric distribution system and states that it will require a waiver of certain of the Commission’s Data Privacy Rules. 34. Boulder proposes to complete this Proceeding in Phase 4, in which Boulder would make a compliance filing, notifying the Commission that the electric distribution system has successfully been divided into two independent systems and containing the final total costs incurred in separation and reconfiguration of the system, plus interest equal to Public Service’s weighted average cost of capital. After Boulder has paid the condemnation award and the costs tracked through the regulatory asset, the City would receive the court title and possession of the electric distribution system assets and the system would be separated for independent operations at the Cut-Over Date. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 14 C. Procedural History 35. The Application is the third iteration of Boulder’s request for approval of the transfer of assets and associated orders and directives from the Commission related to its municipalization efforts. 36. On July 7, 2015, Boulder filed a Verified Application (First Application) which caused this Proceeding to be opened. Boulder initially sought various approvals from the Commission to acquire facilities from Public Service that would serve customers both within Boulder city limits and outside the city’s boundaries. Boulder filed the application with Direct Testimony and Exhibits of nine witnesses. 37. The Parties to this Proceeding were established through Decision Nos. C15-0888-I, issued on August 14, 2015, and C15-0946-I, issued on August 28, 2015: Boulder; Public Service; Staff of the Colorado Public Utilities Commission (Staff); IBM, Inc. (IBM); the Colorado Office of Consumer Counsel (OCC); Tri-State Generation and Transmission Association, Inc. (Tri-State); Climax Molybdenum Company (Climax); CF&I Steel, L.P., doing business as Evraz Rocky Mountain Steel (Evraz); Boulder Chamber of Commerce; University of Colorado Boulder (CU-Boulder); and Leave BoCo Out. Poudre Valley Rural Electric Association, Inc. (PVREA) and United Power, Inc. were granted amicus curiae status. 38. Through Decision No. C15-1360-I, issued on December 30, 2015, the Commission dismissed the portions of the First Application requesting acquisition of facilities used exclusively to serve Public Service customers outside of the Boulder city limits. The Commission also granted Boulder’s request to conduct discovery and to supplement its application in a future filing. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 15 39. Through Decision No. C16-0336-I, issued on April 19, 2016, the Commission approved modified discovery procedures in order to allow Boulder to obtain information necessary to file a second supplemental application. 40. On September 28, 2016, Boulder filed its Second Supplemental Verified Application (Second Supplement). Boulder filed the Second Supplement with Direct Testimony and Exhibits of eight witnesses. 41. The Commission deemed the Second Supplement complete for purposes of § 40-6-109.5, C.R.S., through Decision No. C16-1053-I, issued on November 17, 2016. That decision also required Boulder to provide notice of the Second Supplement to its residents and residents of enclaves outside of the Boulder city limits who may be affected by the Second Supplement. 42. Through Decision No. C16-1148-I, issued on December 15, 2016, the Commission established a procedural schedule for the consideration of the Second Supplement. An evidentiary hearing was scheduled to begin on April 26, 2017 and to continue through May 5, 2017. The deadline for a decision on the Second Supplement was established as June 15, 2017 pursuant to § 40-6-109.5(1), C.R.S. 43. Through Decision No. C17-0052-I, issued on January 20, 2017, the Commission granted the intervention filed by Twin Lakes Action Group (TLAG). 44. On January 27, 2017, through Decision No. C17-0084-I, the Commission required that the parties file legal briefs to certain questions no later than February 17, 2017, and also required that the parties confer and file a joint statement of the remaining legal and factual issues in dispute no later than March 3, 2017. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 16 45. Through Decision No. C17-0131-I, issued on February 14, 2017, the Commission granted the intervention filed by the International Brotherhood of Electrical Workers, Local No. 111 (Local 111). 46. On February 17, 2017, Answer Testimony and Exhibits were filed on behalf of Public Service (seven witnesses), IBM (three witnesses), Staff (one witness), the OCC (one witness), and Local 111 (one witness). All of the intervening parties opposed approval of all or parts of the Second Supplement. 47. Legal briefs were filed on February 17, 2017 by Boulder, Public Service, Staff, IBM, the OCC, and TLAG, in accordance with Decision No. C17-0084-I. 48. On March 27, 2017, Boulder filed a Motion to Withdraw a Portion of its Application and Direct Testimony in Support Thereof (Motion to Withdraw). 49. On March 30, 2017, Boulder filed Rebuttal Testimony and Exhibits of six witnesses. Also on March 30, 2017, Cross-Answer Testimony and Exhibits were filed by Public Service (three witnesses), Staff (one witness), and CU-Boulder (one witness). 50. The Commission convened a prehearing conference in this matter on April 19, 2017. 51. In Decision No. C17-0318-I, adopted at the prehearing conference and issued on April 24, 2017, the Commission found that the Motion to Withdraw and the City’s Rebuttal Testimony and Exhibits had altered the relief Boulder seeks in this Proceeding substantially enough to potentially prejudice intervening parties, should the hearing commence as scheduled on April 26, 2017. The Commission, therefore, vacated the remaining procedural schedule, including the evidentiary hearings scheduled to begin on April 26, 2017, and ordered Boulder to file a Third Supplemental Verified Application to ensure that intervening parties had adequate Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 17 clarity as to the relief sought by Boulder. The Commission extended the deadline for a final decision an additional 90 days, or until September 13, 2017, pursuant to § 40-6-109.5(4), C.R.S. Determining that the pre-filed testimony submitted before the prehearing conference would not be part of the evidentiary record at hearing, the Commission rescheduled the hearing to begin on July 26, 2017. 52. On May 12, 2017, Boulder filed its Third Application which is the Application that is addressed by this Decision. Boulder filed Direct Testimony and Exhibits of six witnesses in support of the Application, including: (1) Heather Bailey, Executive Director of Energy Strategy and Electric Utility Development for the City of Boulder (Hearing Exhibit 101); (2) Thomas A. Ghidossi, P.E., of Exponential Engineering Company (Hearing Exhibits 103 and 103A); (3) Steven D. Catanach, P.E. (Hearing Exhibits 105, 105A, and 105B); (4) Robert Eichem, Chief Financial Advisor to the City of Boulder (Hearing Exhibit 111); (5) Christopher J. Meschuk, Senior Planner for the City of Boulder (Hearing Exhibit 100); and (6) Kenneth K. Skogg, an attorney experienced in commercial litigation with an emphasis on disputes based on or related to real estate (Hearing Exhibit 107). These are the same six witnesses that filed Rebuttal Testimony and Exhibits addressing the Second Supplement. 53. On June 16, 2017, the following intervening parties filed Answer Testimony and Exhibits: Public Service (eight witnesses), IBM (three witnesses), Staff (two witnesses), the OCC (two witnesses), and Tri-State (one witness). 54. Public Service submitted the Answer Testimony and Exhibits of the following: (1) David L. Eves, President of Public Service Company of Colorado (Hearing Exhibit 200); (2) Chad S. Nickell, Manager of Distribution System Planning and Strategy of Xcel Energy Services Inc. (Hearing Exhibits 202 and 202A); (3) Helen C. Atkeson, an attorney experienced in Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 18 public finance (Hearing Exhibit 208); (4) Deborah A. Blair, Director, Revenue Analysis of Xcel Energy Services Inc. (Hearing Exhibit 209); (5) Hubert A. Farbes, Jr., a real estate and construction litigator (Hearing Exhibit 212); (6) Leslie Fields, an attorney whose practice focuses almost exclusively on eminent domain matters (Hearing Exhibit 214); (7) Lawrence J. Gelbien, a consultant from Navigant Consulting and a former Vice President of Engineering for an electric utility (Hearing Exhibit 205); and (8) Betty L. Mirzayi, Manager Transmission Planning West for Xcel Energy Services Inc. (Hearing Exhibit 211). 55. IBM submitted the Answer Testimony and Exhibits of: (1) Leo M. Ladaga, Senior Service Delivery Manager—US (Hearing Exhibits 500 and 500A); (2) Brody O. Wilson, P.E., Site Energy Coordinator at IBM’s Boulder campus (Hearing Exhibits 501 and 501A); and (3) Eugene Shlatz, a Director in Navigant Consulting’s Energy Practice (Hearing Exhibits 503 and 503A). 56. Staff submitted the Answer Testimony and Exhibits of: (1) Gene L. Camp, P.E., Chief Engineer (Hearing Exhibit 302); and (2) Sharon Podein, P.E., Senior Engineer (Hearing Exhibit 300). 57. The OCC submitted the Answer Testimony and Exhibits of: (1) Ronald Fernandez, Financial Analyst (Hearing Exhibit 400); and (2) Chris Neil, Rate/Financial Analyst (Hearing Exhibit 402). 58. Tri-State submitted the Answer Testimony and Exhibits of Grant D. Lehman, Senior Manager, Transmission Engineering and Construction, Tri-State Generation and Transmission Association, Inc. (Hearing Exhibits 600 and 600A). 59. On July 10, 2017, Boulder filed Rebuttal Testimony and Exhibits of the same six witnesses that filed Direct Testimony and Exhibits: Bailey (Hearing Exhibit 102), Catanach Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 19 (Hearing Exhibits 106 and 106A), Eichem (Hearing Exhibit 112), Ghidossi (Hearing Exhibits 104 and 104A), Meschuk (Hearing Exhibit 110), and Skogg (Hearing Exhibit 108). 60. Cross-Answer Testimony and Exhibits were filed by Public Service (six witnesses), Staff (two witnesses), IBM (two witnesses), the OCC (two witnesses), and Tri-State on July 10, 2017. 61. Public Service submitted testimony of Mr. Eves (Hearing Exhibit 201), Ms. Blair (Hearing Exhibit 210), Mr. Farbes (Hearing Exhibit 213), Ms. Fields (Hearing Exhibit 215), Mr. Gelbien (Hearing Exhibit 206), and Mr. Nickell (Hearing Exhibit 203), as well as Mr. John D. Lee, Senior Director, Electric Distribution Engineering for Xcel Energy Services Inc. (Hearing Exhibit 207). 62. Staff filed testimony of Mr. Camp (Hearing Exhibit 303) and Ms. Podein (Hearing Exhibit 301). 63. The OCC filed testimony of Mr. Fernandez (Hearing Exhibit 401) and Mr. Neil (Hearing Exhibit 403). Tri-State filed testimony of Mr. Lehman (Hearing Exhibit 601). 64. On July 21, 2017, Public Service filed Surrebuttal Testimony directed at Boulder’s Rebuttal Testimony and Exhibits. Testimony was submitted by Fields (Hearing Exhibit 216) and Nickell (Hearing Exhibit 204). 65. The Commission conducted a prehearing conference on July 21, 2017. At the prehearing conference, the parties agreed that Boulder could present oral testimony in response to the issues raised in Public Service’s Surrebuttal Testimony. 66. The Commission conducted a nine-day evidentiary hearing on the Application beginning on July 26, 2016 and extending through August 7, 2017. Boulder witness Ghidossi was permitted to present oral testimony in response to the Surrebuttal Testimony of Public Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 20 Service witness Nickell,4 and Boulder witness Skogg was permitted to present oral testimony in response to the Surrebuttal Testimony of Public Service witness Fields.5 67. During the course of the hearing, Hearing Exhibits 100 through 112, 200 through 216, 300 through 303, 400 through 403, 500 through 504, and 600 through 601 were offered and admitted into the evidentiary record in this Proceeding. Hearing Exhibit 100 is the Application while the remainder of the Hearing Exhibits correspond to the pre-filed Direct Testimony, Answer Testimony, Rebuttal Testimony, Cross-Answer Testimony, and Surrebuttal Testimony. Hearing Exhibits 700 through 708, 710 through 740, 742 through 743, 745 through 761, 764 through 769, 771, and 773 were offered and admitted as evidence during either direct examination, cross-examination, or redirect examination of the witnesses. Hearing Exhibit 772 was marked for identification, offered, but then withdrawn. Hearing Exhibits 709, 741, 744, 762, 763, and 770 were not admitted. 68. On August 15, 2017, final statements of position were filed by Boulder, Public Service, Staff, IBM, OCC, CU-Boulder, Climax, Tri-State, and Evraz. 69. Numerous public comments were submitted to the Commission during the course of this Proceeding. D. Overview of the Positions of the Intervening Parties 1. Public Service 70. Public Service rejects Boulder’s position that its Separation Plan is approvable at this time, and argues that the Commission must have substantially more information than the engineering analyses that Boulder provided in order to be in a position to render a decision as to 4 Hearing Transcript, July 27, 2017 at 103-147. 5 Hearing Transcript, July 31, 2017 at 11-24. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 21 whether safety, reliability, and effectiveness will be preserved and as to whether no costs of municipalization will be shifted to Public Service and its remaining customers. 71. Public Service further argues that Boulder cannot engage in the mandatory, pre-filing good faith negotiations for filing a condemnation action based upon Boulder’s proposed Separation Plan as it currently exists. 72. Public Service asserts that Boulder’s requests for relief must be within the scope of the Commission’s jurisdiction to grant, but that most elements of the Separation Plan are not within that scope. Public Service contends, for example, that the Commission does not have the authority to require Public Service to engage in the following: (1) finance the entire separation and construction; (2) construct facilities for Boulder; (3) construct facilities for Public Service and to separate existing facilities on Boulder’s terms and conditions; (4) waive certain rights which would otherwise exist in condemnation; and (5) “negotiate” up to a dozen or more agreements with Boulder. Public Service argues that Boulder’s financing and construction proposals essentially are requests that the Commission order Public Service to provide lending services and general contractor services to Boulder. Public Service further argues that while the Company could voluntarily agree with Boulder to enter various agreements, it cannot be compelled to enter into such contracts. 73. Public Service also contends that Boulder must meet its burden of proof in this Proceeding, not in later phases, to demonstrate that Boulder’s proposed Separation Plan will enable Public Service to provide the same safe, reliable, and effective service for its customers as it provides today. 74. Public Service asserts that the scope of work and final designs must be completed and provided to the Commission for review. In other words, Public Service argues that the flaws Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 22 of the Separation Plan need to be fixed, that the Company and Boulder need to prepare the scope of work and final designs in accordance with that revised Separation Plan, and that the assets for transfer then should flow from that work. 75. Public Service concludes that the fastest way for Boulder to get to the Go/No Go Decision is for the Commission to reject the Application, but decide as many issues as can be decided now in order that Boulder has the guidance it needs to move forward. 76. In summary, Public Service suggests that the Commission find that it is necessary for Boulder to do the following: (1) agree with Public Service’s proposed modifications concerning substations, joint use of poles, and other feeder lines; (2) fund the preparation of the scope of work, detailed design drawings and specifications, cost estimates, and timeline; (3) apply for and complete the transmission load interconnection request process; and (4) provide the missing information concerning real property rights (Boulder ’s and Public Service’s) and the terms and conditions of all required agreements. Public Service argues that if those conditions are met, Boulder could return to the Commission and request approval of its Separation Plan, and the Commission could expect to be in a position to make a preliminary determination as to whether Boulder’s proposed, modified Separation Plan will preserve safety, reliability, and effectiveness as well as provide Boulder with a conditional transfer order (or, in other words, an order sufficient for Boulder to proceed to condemnation). 2. Staff 77. Staff also takes the position that more siting and engineering work needs to be performed by both Boulder and Public Service before the Commission can render an opinion as to whether the Separation Plan is effective as well as safe, reliable, and not contrary to the public interest. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 23 78. Staff envisions Public Service and Boulder working collaboratively towards finalizing the Separation Plan and returning to the Commission for final approval. Staff further suggests that the Commission require an independent engineer, overseen and selected by the Commission or Staff, to facilitate collaboration between Boulder and Public Service and to monitor the resolution of the remaining issues and the engineering details necessary for Commission approval of the Separation Plan. Staff also proposes regular reporting on the progress made by Boulder and Public Service. 79. Despite its position that the Separation Plan is not yet ready for approval, Staff recommends that the Commission approve the power facilities portion of the list of assets for transfer, subject to a reasonable true-up process necessary due to the changes that may result from the effect of the detailed design on certain elements of the Separation Plan, as well as normal changes to the system that occur over time. 80. Staff suggests that the Commission require Public Service to work collaboratively with Boulder to identify the non-recorded real property interests to be included in the final list of assets for transfer. Staff further recommends that the Commission find that Boulder cannot complete the condemnation process before the Commission approves the real property additions to the list of assets for transfer. 81. Staff argues that any order approving the transfer of assets to Boulder must be conditioned upon Boulder’s full satisfaction of all financial obligations to Public Service, including any disputed payments that the Commission rules that Boulder must nonetheless pay. Staff also suggests that the Commission reserve an ability to consider Boulder’s operational capability, after the Go/No-Go Decision but before the final transfer of assets occurs. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 24 3. IBM 82. IBM argues that the lack of detail in Boulder’s Application is a sufficient basis to deny the application in its entirety. IBM contends that Boulder has provided a Separation Plan for a “paper utility,” showing no evidence that it can actually operate that utility, either from a financial or technical perspective. IBM contends that this lack of detail places IBM at significant financial and reputational risk because of IBM’s need for 99.9 percent reliability as well as penalty provisions in its contracts with its customers. IBM further contends that it is contractually obligated to advise certain customers if backup generation is required and that Boulder’s Separation Plan will require back up generation for weeks, and possibly months during construction. IBM further contends that the Boulder campus is IBM’s largest facility in the world and that it has invested millions of dollars in configuring the substation. 83. IBM states that if the Commission is not yet prepared to deny the Application outright, it can and should decide the IBM-specific issue and deny the Application as to IBM. 4. OCC 84. The OCC requests that the Commission deny Boulder’s Application without prejudice due to the numerous outstanding and significant issues raised in this Proceeding. For example, concerning the list of assets for transfer, the OCC argues that the Commission cannot approve the list at this time because it is a “snapshot in time” in that it is incomplete and already out of date. 85. The OCC contends non-Boulder Public Service ratepayers should suffer no harm as to costs. Specifically, OCC contends that no rate increases, directly or indirectly, should result from Boulder’s municipalization efforts. Along these lines, the OCC takes the position that the litigation costs incurred by Public Service with regard to Boulder’s municipalization efforts Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 25 should be a cost paid by Boulder and not passed on to ratepayers. The OCC argues that it is in the public interest for the Commission to address this cost recovery issue expressly in this Proceeding and to preclude the Company from including any Boulder municipalization costs, such as litigation costs for this Proceeding, in its upcoming electric rate case. 86. With regard to next steps, the OCC suggests that the Commission: (1) consolidate Phase 1 and Phase 2 activities; (2) adopt the “next steps” proposed by Public Service; (3) create a series of deadlines for the parties; and (4) enhance Commission oversight through the inclusion of Staff in these activities. 5. CU-Boulder 87. CU-Boulder argues that it is contrary to the public interest to require Boulder and its citizens to pay all the legal and political costs Public Service incurs in connection with Boulder’s efforts to municipalize. CU-Boulder further argues that the Commission lacks authority to order Boulder to pay any costs that have already been incurred. Future costs incurred to protect the Company’s business interests, customers, and the statewide grid should be paid by Public Service’s ratepayers as a whole or by the Company’s shareholders. 88. CU-Boulder requests that the Commission order that Boulder only pay prudently- and actually-incurred costs of construction and separation, which order should be implemented through a transparent, fair, and periodic Commission-administered process. 6. Climax 89. Climax argues that the Commission should prevent Public Service’s customers outside Boulder city limits from bearing any costs resulting from the City’s efforts to create a municipal electric utility, whether those costs have been incurred either in the past or will be incurred before or after the City’s Go/No-Go decision. Climax states that none of the costs Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 26 incurred by the City or the Company as a result of the City’s efforts to municipalize, whether the City is successful or not, have been or will be caused by the “remaining customers.” 7. Evraz 90. Evraz similarly requests that the Commission issue an order precluding Public Service from passing any costs of municipalization through to ratepayers remaining on the Company’s system. Evraz adds that it is onerous for customers not represented by the OCC to participate in multiple proceedings related to the same topic. 8. Tri-State 91. Tri-State owns equipment located in Substation F and has an agreement with Public Service concerning construction, operations, and maintenance activities in Substation F. Tri-State relies on this agreement and its equipment to ensure the reliable delivery of electric power to Tri-States’ member’s system, Poudre Valley Rural Electric Association (PVREA), which also owns certain equipment located in Substation F. Tri-State intervened to ensure that its ability to deliver safe, effective, reliable electric power to PVREA is not adversely impacted. Tri-State takes no position on the merits of Boulder’s plan but asks for the following: (a) to the extent the Commission makes any decisions related to Substation F or provides any direction to Boulder and Public Service with regard to Substation F, such decisions or direction should not constrain or predetermine any of the issues to be decided in the process applicable to determining the specific reconfiguration of Substation F;6 (b) any Commission decisions or direction concerning Substation F should require Boulder to ensure that Tri-State’s ability to provide safe, effective, and reliable service to its Member Systems through Substation F not be adversely 6 Hearing. Exhibit 600, Lehman Answer at 11:20-24. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 27 impacted as a result of accommodating Boulder’s proposal;7 (c) Tri-State should be protected against any costs associated with modifications to Substation F needed to accommodate Boulder’s proposal;8 and (d) In the event that Substation Alt_EF is found to be feasible, meets the separation and service objectives of Boulder and Public Service, and is otherwise consistent with the Commission’s findings in this Proceeding, Boulder should be required to implement that alternative rather than its proposals for Substation F.9 II. LEGAL OBLIGATIONS AND RESPONSIBILITIES A. Commission Jurisdiction 92. As has long been recognized, the Commission derives its authority from Colo. Const. art. XXV, and with respect to electric service, from Public Utilities Law. As relates to its constitutionally derived authority, article XXV bestows on the Commission: all power to regulate the facilities, service and rates and charges therefor, including facilities and service and rates and charges therefor within home rule cities and home rule towns, of every corporation, individual, or association of individuals, wheresoever situate or operating within the State of Colorado, whether within or without a home rule city or home rule town, as a public utility, as presently or as may hereafter be defined as a public utility by the laws of the State of Colorado …. Article XXV vests all power in the PUC to regulate public utilities both outside and within home rule cities.10 However, such jurisdiction does not extend to municipally owned utilities except to the extent that their operations are outside city limits (discussed in more detail below).11 7 Id. at 11:24 – 12:1. 8 Id. at 12:1-2. 9 Hearing Exhibit 601, Lehman Cross-Answer at 6:1-6. 10 See generally, IREA v. District Court, 4414 P.2d 911 (1966); Pub. Utils. Comm’n. v. City of Durango, 469 P.2d 131 (1970); City of Craig v. Pub. Utils. Comm’n., 656 P.2d 1313 (Colo. 1983). 11 Article XXV – “…nothing herein shall be construed to apply to municipally owned utilities.” See, City and County of Denver v. Pub. Utils. Comm’n., 507 P.2d 871, 875 (Colo. 1973). Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 28 93. The Commission also derives its authority from Public Utilities Law.12 Those statutes, with their attendant case law, establish the scope of the Commission’s authority over public utilities. The statutory authorities applicable in this matter include the following: § 40-1-103, C.R.S.; §§ 40-4-101, 102, 103, and 105, C.R.S.; and § 40-5-105, C.R.S. 94. The Colorado Supreme Court has defined the Commission as “an administrative agency whose function is to regulate public utilities within the parameters established by the Colorado Constitution and the Public Utilities Law.”13 In defining a “public utility,” § 40-1-103(1)(a)(I), C.R.S., provides in relevant part: The term “public utility”, when used in articles 1 to 7 of this title, includes every common carrier, pipeline corporation, gas corporation, electrical corporation, telephone corporation, water corporation, person, or municipality operating for the purpose of supplying the public for domestic, mechanical, or public uses and every corporation, or person declared by law to be affected with a public interest, and each of the preceding is hereby declared to be a public utility and to be subject to the jurisdiction, control, and regulation of the commission and to the provisions of articles 1 to 7 of this title. Determining what constitutes a “public utility” is essential in defining the scope of Commission jurisdiction. The Commission has regularly cited specific case law when making this determination. While the Supreme Court (and the Commission) initially relied on a common law test to determine whether an entity was impressed with a public interest and held itself out as serving or ready to serve all members of the public, to define it as a utility, the Supreme Court subsequently rejected the prior common law test in favor of a statutory determination. The Supreme Court held that: Whether a particular entity is or is not a public utility should therefore be analyzed at least at first, from the standpoint of whether the entity is a public 12 Title 40, C.R.S., articles 1 through 7, generally. 13 City of Montrose v. Pub. Utils. Comm’n., 629 P.2d 619, 622 (Colo. 1981); Colorado Office of Consumer Counsel v. Mountain States Telephone & Telegraph Co., 816 P.2d 278, 283 (Colo. 1991). Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 29 utility within the contemplation of the constitution and the statutes concerning the PUC and, if so, whether that public utility is exempted from regulation by the constitution or statute.14 95. While the Commission possesses broad authority over public utilities, such jurisdiction does not extend to municipally owned utilities except to the extent that such utility operations are outside city limits.15 Article XX § 1 of the Colorado Constitution establishes the powers of home rule cities and provides in relevant part that municipal corporations: shall have the power, within or without its territorial limits, to construct, condemn and purchase, purchase, acquire, lease, add to, maintain, conduct, and operate … light plants, power plants, …, and any other public utilities or works or ways local in use and extent, in whole or in part, and everything required therefore, for the use of said city and county and the inhabitants thereof, and any such systems, plants, or works or ways, or any contracts in relation or connection with either, that may exist and which said city and county may desire to purchase, in whole or in part, the same or any part thereof may be purchased by said city and county which may enforce such purchase by proceedings at law as in taking land for public use by right of eminent domain, and shall have the power to issue bonds upon the vote of the taxpaying electors, at any special or general election, in any amount necessary to carry out any of said powers or purposes, as may by the charter be provided. 96. As particularly related to this Decision, Judge LaBuda of the Boulder District Court, in an order affirming a declaratory judgment decision by the Commission, determined that the pivotal question was “whether the constitutional rights in that instance (article XX and article XXV) were in conflict or may coexist.”16 The judge held that the court must interpret the application of these constitutional rights under the facts of this case. It was clear to the judge that 14 Board of County Commissioners v. Denver Board of Water Commissioners, 718 P.2d 235, 243 (Colo. 1986). 15 See, Article XXV “… nothing herein shall be construed to apply to municipally owned utilities.” See also, City and County of Denver v. Pub. Utils. Comm’n., 507 P.2d 871, 875 (Colo. 1973). 16 Boulder District Court Decision. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 30 the Commission does not have jurisdiction to exercise its authority under article XXV when a municipality operates a utility solely within its boundaries under article XX.17 97. According to Judge LaBuda, [t]he PUC has the authority to regulate public utilities and the facilities, which provide service within the City of Boulder as well as unincorporated Boulder. The City has the right to create a municipal utility to serve its citizens. These facilities are intimately intertwined. Therefore, it is necessary and appropriate for the PUC to determine how facilities should be assigned, divided, or jointly used to protect the system’s effectiveness, reliability, and safety. Such a determination must be made prior to the City’s condemnation of property for utility municipalization.18 98. Consequently, the Commission’s jurisdiction in this Proceeding is a complex amalgamation of constitutional provisions, statutes, and Judge LaBuda’s relevant findings. The outcomes reached by the Commission below carefully thread through those various provisions in order to provide direction to the parties as to how to proceed with Boulder’s municipalization, especially as directed to the transfer of Public Service assets to Boulder. B. Burden of Proof 99. As has been often stated, as the party that seeks Commission approval or authorization, the applicant bears the burden of proof with respect the relief sought, and the burden of proof is by a preponderance of the evidence.19 The evidence must be “substantial evidence,” which the Colorado Supreme Court has defined as “such relevant evidence as a reasonable person’s mind might accept as adequate to support a conclusion … it must be enough to justify, if the trial were to a jury, a refusal to direct a verdict when the conclusion sought to be 17 Boulder District Court Decision. citing, City of Loveland v. Pub. Utils. Comm’n, 580 P.2d 381, 383 (Colo. 1978); City and County. of Denver v. Pub. Utils. Comm’n, 507 P.2d 871, 874-75 (Colo. 1973); Town of Holyoke v. Smith, 226 P. 158, 161 (Colo. 1924). Notably, the Boulder District Court Decision was issued under the assumption that at that time, Boulder intended to municipalize beyond its city limits. 18 Boulder District Court Decision. at p.12. 19 § 24-4-105(7), C.R.S., § 13-25-127(1), C.R.S., and Commission Rule of Practice and Procedure 4 Code of Colorado Regulations 723-1-1500. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 31 drawn from it is one of fact for the jury.”20 The preponderance standard requires the finder of fact to determine whether the existence of a contested fact is more probable than its non-existence.21 A party has met this burden of proof when the evidence, on the whole and however slightly, tips in favor of that party. 100. In this case, Boulder, as the applicant and party seeking Commission approval of each component of its Third Supplemental Application, has the burden of proof with respect to the relief sought in its application. Boulder must show, by a preponderance of the evidence that its application is not contrary to the public interest. C. Standard of Review 101. As related to the transfer of Public Service assets to Boulder, the applicable standard of review is set forth in § 40-5-105(1), C.R.S., which states in relevant part that: “[t]he assets of any public utility … may be sold, assigned, or leased as any other property, but only upon authorization by the commission and upon such terms and conditions as the commission may prescribe.” In determining whether a proposed transfer should be granted, the Commission must evaluate whether the transfer is “not contrary to the public interest.”22 A determination of whether a proposed transfer is in the public interest must involve a “balancing of the interests of the shareholders in a reasonable rate of return and the rights of the [remaining Public Service] ratepayers to receive adequate service at a price which reflects the cost of service.”23 20 City of Boulder v. Pub. Utils. Comm’n., 996 P.2d 1270, 1278 (Colo. 2000) (quoting CF&I Steel, LP v. Pub. Utils. Comm’n., 949 P.2d 577, 585 (Colo. 1997)). 21 Swain v. Colorado Department of Revenue, 717 P.2d 507 (Colo. App. 1985). 22 Mountain States Tel. & Tel. v. Pub. Utils. Comm’n., 763 P.2d 1020, 1029 (Colo. 1988); Buckingham v. Pub. Utils. Comm’n., 504 P.2d 677, 679 (Colo. 1972). 23 Mountain States Tel. & Tel. , 763 P.2d at 1029. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 32 102. Pursuant to 4 Code of Colorado Regulations (CCR) 723-3-3104(b)(IV) of the Commission’s Rules Regulating Electric Utilities, an applicant for a transfer of utility assets must demonstrate that the transaction is not contrary to the public interest. The applicant must also provide the following information for the Commission to consider in balancing the interests of shareholders and ratepayers: (1) The benefits and detriments to customers of each utility and all other persons who will be affected by the transaction;24 and (2) A comparison of the kinds of services rendered before and after the transaction and the costs of those services.25 103. The determination of the transfer standard of review has been addressed recently in two major asset transfer cases: Decision No. C11-0001, Proceeding No. 10A-350T,26 In the Matter of the Joint Application of Qwest Communications International, Inc., and CenturyLink, Inc., for Approval of Indirect Transfer of Control of Qwest Corporation, El Paso County Telephone Company, Qwest Communications Company, LLC and Qwest LD Corp. The second asset transfer case was Decision No. R16-0058, Proceeding No. 15A-0667G,27 In the Matter of the Joint Application of SourceGas Distribution LLC, Rocky Mountain Natural Gas LLC, SourceGas LLC, SourceGas Holdings LLC, and Black Hills Utility Holdings, Inc. for all Necessary Authorizations and Approvals for Black Hills Utility Holdings Inc. to Acquire SourceGas Holdings, LLC. 104. In the Qwest/CenturyLink transfer, the Commission determined that the proper standard of review was for the Commission to consider whether the merger and any conditions was “not contrary to the public interest” and would: (1) ensure no net harm to customers; and 24 Rule 4 CCR 723-3-3104(b)(V). 25 Rule 4 CCR 723-3-3104(b)(VI). 26 Decision No. C11-0001 was issued on January 3, 2011. 27 Decision No. R16-0058 was issued on January 22, 2016. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 33 (2) balance ratepayer and provider interests. In making this finding, the Commission abrogated the prior “consumer and producer welfare maximization test.”28 105. This standard of review was adopted in the Black Hills/SourceGas merger matter. There, the ALJ held that in determining whether the transaction at issue was not contrary to the public interest, the appropriate standard of review would be the standard adopted in Decision No. C11-0001, where the Commission determined that the “no net harm” and ratepayer/provider balancing tests were relevant to a determination of whether the merger was “not contrary to the public interest.” It was reiterated that the Commission was not required to choose a particular test over the other, and as a result, determined that the consideration should be whether the merger would ensure: (1) no net harm to customers; and (2) balance ratepayer and provider interests.29 106. We adopt this standard of review test here and will consider whether the proposed transfer of assets provides no net harm to Public Service ratepayers outside the city limits of Boulder, while balancing ratepayer and provider interests. III. ASSETS FOR TRANSFER FROM PUBLIC SERVICE TO BOULDER 107. Boulder seeks to acquire the electric distribution property, plant, and equipment, wherever located, that are used, in whole or in part, to serve electric customers within the city limits. Boulder argues that it has identified and described only the assets for transfer that are necessary for Boulder to provide service after separation. Boulder also states that in its identification of assets for transfer, the City has excluded any existing assets that are necessary 28 Decision No. C11-0001, Proceeding No. 10A-350T, ¶ 19. 29 Decision No. R16-0058, Proceeding No. 15A-0667G, ¶ 76. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 34 for Public Service to provide service after separation. Nevertheless, the identified assets are “subject to verification after preparation of detailed design and specifications.”30 108. Boulder argues that the facilities it has identified in this Proceeding provide the Commission with sufficient information to determine that they can be transferred to Boulder without impact to the safety, reliability, and effectiveness of the remaining Public Service system. Boulder states that the assets it seeks for approval for transfer are identified individually in Attachment SDC-7 and Highly Confidential Attachment SDC-8 (Hearing Exhibits 105, 105A, and 105B), as well as in Attachment SDC-18 (Hearing Exhibits 106 and 106A).31 According to Boulder, there is no objection to the Commission’s authorization of the transfer of the vast majority of the facilities at issue. 109. Boulder contends that if its list of assets for transfer requires updating, because, for example, it is incomplete or contains errors, the update could be accomplished in days or, at most, weeks. In any event, Boulder takes the position that the completion of more detailed engineering designs and work plans to execute its proposed Separation Plan will not have a material impact on the assets for transfer. 110. Public Service argues that it is the Separation Plan, not the list of assets for transfer, which determines whether Public Service (and Boulder) will be able to provide safe, reliable, and effective service post-separation. Public Service further contends that the list of assets for transfer provided by Boulder is inaccurate, incomplete, and subject to change. According to the Company, the list: (1) includes assets that are not owned by Public Service or are not Public Service distribution system assets; (2) is missing assets Boulder proposes to take 30 Boulder SOP at 20. 31 Id. at 23-24. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 35 that are located more than 200 feet outside the Boulder city limits; and (3) includes assets that are located inside the Boulder city limits which Boulder proposes be retained by Public Service. 111. With respect to missing information, Public Service states that an updated list of assets must include any fee property owned by Public Service and any easements or licenses Public Service owns which Boulder seeks to acquire in whole or in part. Certain other assets outside of substations are also missing. However, Public Service states in its Statement of Position (SOP) that it would not object to a Commission order approving the transfer of these types of smaller, associated distribution system assets by description, noting that appraisers in condemnation can capture the value of these assets. Some of the items on the list of assets for transfer for facilities outside the substations could change depending on whether the Commission rejects the joint use of poles or particular substation options are pursued. In addition, Public Service suggests that the updated list of assets for transfer should reflect final substation configurations. 112. Staff states that the power facilities portion of Boulder’s proposed list of assets for transfer probably contains sufficient detail for Boulder to proceed to condemnation even with the uncertainties surrounding the final configuration of the substations that will become part of Boulder’s new electric utility. Staff suggests that some of this uncertainty could be addressed with certain allowances for a “true-up.” 113. Staff also acknowledges that the list currently does not describe the real property rights with sufficient detail to protect both Boulder and Public Service post-separation. Staff suggests that the Commission should permit Boulder to initiate the condemnation process with the power facilities portion of the list of assets (again subject to true-up), but require a Commission-approved list of real property interests before its completion. Staff notes that Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 36 requiring Boulder to provide details concerning the real property rights that it seeks to include on the list of assets for transfer will require both Boulder to undergo an expensive title search process and Public Service to cooperate with Boulder to help identify the Boulder-related real property rights that it possesses but has never recorded. 114. We disagree with Public Service that it is necessary for the Commission to approve a Separation Plan prior to rendering findings on the assets for transfer. We further find that it is unnecessary for the Commission to render a decision on Boulder’s proposed Separation Plan, either in its current form or in a modified form that either satisfies the conditions put forward by Public Service or results from the follow-on process contemplated by Staff. As discussed below, we conclude that Public Service will be able to continue to provide safe, reliable, and effective service post separation in accordance with good utility practice and industry standards in the design, construction, and operation of its system, provided that Boulder meets certain conditions in compliance with this Decision and the designation of assets for transfer is limited, at this time, to the assets outside the substations that presently serve the Boulder area. A. Assets Inside the Substations 115. The facilities Boulder seeks to acquire inside the substations include protective equipment (including relaying, communications, and control equipment); power transformers and distribution switchgear; and easements for the City equipment and access. (The assets for transfer proposed by Boulder within the substations are the existing facilities and associated appurtenances shown in blue and identified as Boulder’s on Highly Confidential Attachments TAG-6—as modified by Highly Confidential Attachment TAG-27—and TAG-7 through TAG-11.) Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 37 116. Boulder clarifies that the City is not requesting ownership of any real property within the substations, only equipment and access easements. Boulder also asserts in its SOP that none of the substation alternatives, see Section III.A.1 infra, would change the list of equipment Boulder is requesting for transfer.32 1. Colocation at Substations 117. Boulder argues that it is necessary that Boulder facilities be co-located with Public Service facilities in the substations that will be used to serve Boulder customers post-separation. Boulder explains that the very nature of network transmission service means that transmission and distribution providers will share substations. In other words, every distribution-only utility in Colorado has distribution facilities co-located in substations with the transmission facilities of its serving transmission utility. Boulder clarifies that it is not proposing to interconnect electrical facilities at the distribution level between Public Service and Boulder inside any of the substations. Boulder further states that the City anticipates paying Public Service for maintaining the common facilities including the ground grid, fence, and access road. 118. Boulder proposes the following for the six substations •••• Substation A. Boulder proposes to acquire no existing facilities at Substation A. Boulder wants to add new facilities at this substation, specifically a new 50 MVA transformer in the spare bank. Boulder would require easements to place and access its equipment. Substation A presently serves about 6,800 customers within Boulder city limits and 173 customers outside of city limits. Under a scenario where Boulder acquires all distribution facilities at Substation B, Substation A could serve another roughly 2,250 Public Service customers post-separation. Public Service takes the position that Boulder has not established that its proposal for Substation A will allow Public Service to provide safe, reliable and effective service to the 2,088 customers moving to Substation A from Substation B and the existing 173 customers served by Substation A. Public 32 Id. at 28. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 38 Service also objects to the loss of the spare bank, listing both safety and reliability issues, and suggests that if Boulder eventually acquires the facilities in Substation A, the City may need the spare bank post separation, because Substation B may not be expandable. Public Service states that it is willing to work with Boulder to try to find a solution. The Company offers an alternative proposal called “Alt_A,” in which Boulder takes all of the distribution assets at Substation A and Public Service builds a new substation to provide its own substation transformer backup for the 2,088 customers in Left-Hand Canyon. Boulder portrays the ALT-A proposal as costly and risky due to siting concerns. •••• Substation B. Boulder proposes to acquire all distribution facilities at this substation. Boulder would require easements to access its equipment. Substation B presently serves about 24,600 customers within Boulder city limits and 3,175 customers outside of city limits. Public Service states that the transmission facilities at Substation B are critical components of the Company’s 115 kV transmission loop. Public Service argues that space is limited within the existing footprint of the substation and that the Company is therefore concerned about co-locating with Boulder without some physical separation of the transmission and distribution facilities. Public Service states that physical separation might be possible and should be fully evaluated when Boulder submits its request for load interconnection at Substation B. However, separation could require expansion of the substation footprint and relocation of certain distribution facilities into that expanded area so that a fence could be constructed around each set of facilities. •••• Substation C. Boulder proposes to acquire no existing facilities at this substation. However, Boulder proposes to expand the substation to accommodate new facilities. Specifically, Boulder would have two new transformers on a radial transmission bus. Boulder would require easements to place and access its equipment. Substation C presently serves about 4,500 customers within Boulder city limits and 3,600 customers outside of city limits. Public Service explains that Boulder’s proposed design for Substation C would likely run into complications during the transmission load interconnection process under Public Service’s OATT, due to a radial transmission line at the site. Under the Company’s alternative proposal, or Alt_C, Boulder’s new transformers would need to be built in a new substation adjacent to and contiguous with the current substation. Boulder agrees to evaluate the Alt_C proposal. However, Boulder proposes that Public Service continue to own the land and provide an easement for Boulder’s facilities at Alt_C. Public Service does not agree with Boulder’s Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 39 proposal that Public Service own land on which Boulder’s substation facilities would be located. Public Service argues that, although Public Service owns the unfenced land north of the existing substation, the Company should not have to construct and own an expanded substation. Public Service states in its SOP: “The next step should be Boulder submitting a request for interconnection for Alt_C so that a final design for Alt_C can be determined. This will result in a final design that will then allow for identification of the respective substation real property rights for Public Service and Boulder. A substation co-location agreement can also be negotiated at the same time.”33 •••• Substation D. Boulder proposes to acquire all distribution facilities at this substation. Boulder does not propose the construction of any new facilities at this substation. Boulder would require easements to access its equipment. Substation D presently serves about 14,500 customers within Boulder city limits and 12 customers outside of the city limits. Public Service argues that the Company’s transmission facilities at Substation D cannot be physically separated from the distribution transformers at the site because the substation is too small. Nevertheless, Public Service witness Chad Nickell states that the Company is willing, subject to negotiation of a satisfactory substation sharing agreement, to co-locate with Boulder in Substation D. Public Service explains that the transmission facilities in Substation D serve only Substation D (i.e., they are “in and out” transmission facilities) and, with the appropriate breakers in place, the impact to Public Service’s transmission facilities of any problems associated with co-location in Substation D will be limited to Substation D, which is proposed to serve only Boulder customers after separation.34 •••• Substation E. Boulder proposes to acquire no existing facilities at this substation. However, Boulder wants to add new facilities at this facility— specifically a transformer and a “breaker and a half scheme.” Boulder would require easements to place and access the new equipment. Substation E presently serves about 1,600 customers within Boulder city limits and 7,500 customers outside of the city limits. Public Service argues that Boulder’s proposals for Substation E will require an expansion of the substation beyond the existing fence. Public Service also argues that Boulder should be required to have a new control building at the substation. Public Service is concerned that Boulder’s proposal, without these necessary additions, would limit the Company’s ability to address its own future transmission and distribution needs. As described below for 33 Public Service SOP at 119-120. 34 Hearing Exhibits 202 and 202A, Nickell Answer at 109-110. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 40 Substation F, Public Service proposes an alternative for both Substations E and F called Alt_EF. •••• Substation F. Boulder proposes to acquire all distribution facilities at this substation. Boulder also proposes that a ring bus be installed, as well as a transformer, to serve Boulder customers post-separation. Boulder would require easements to place and access its equipment. IBM is presently the only retail electric customer served by Public Service through Substation F. In its SOP, Tri-State states that it remains concerned that Boulder’s proposals for Substation F could impact Tri-State’s operations and maintenance responsibilities at the substation. Tri-State takes wholesale service from Public Service’s transmission equipment located at Substation F. Tri-State also owns equipment located in Substation F, including a 230-24.9 kV transformer, a 230 kV circuit switcher and disconnect switch, and a 24.9 kV circuit breaker and disconnect switch. Tri-State has an agreement with Public Service concerning construction, operations, and maintenance activities in Substation F. Tri-State serves its member system PVREA from Substation F, and PVREA also owns certain equipment located in Substation F. Tri-State states that the implementation of Boulder’s proposed changes to Substation F will require an outage of the Public Service line serving Tri-State, which will cause PVREA to shift its load to another substation to allow the construction to occur. Therefore, Tri-State wants to ensure an opportunity to participate in the applicable utility or regulatory process that decides the reconfiguration of Substation F. Public Service describes Boulder’s proposals for Substation F to be significant, requiring an expansion of the substation footprint. Public Service explains that during construction: “each of the two transmission lines coming into the Substation would have to be taken out of service in order to be connected to the proposed new locations on the ring bus. When a transmission line is out of service, IBM will only be radially fed. This will deprive IBM of the redundancy it currently has which is critical to the reliability it requires. If there is a transmission event on the line providing the radial feed, then the customer would experience an outage.”35 Public Service proposes an alternative called Alt_EF in which Boulder’s two new transformers would be located in a single new substation at Boulder’s wastewater treatment plant which has ready access to Public Service’s transmission line. Boulder requests that, in addition to approving its proposals for Substations E and F, the Commission also approve Substation Alt E_F to allow Public Service and Boulder to explore the alternative. Boulder states that Substation Alt_EF may not be able to be sited, but recognizes that if Substation Alt_EF 35 Id. at 122. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 41 is feasible, the City’s proposed construction at Substations E and F will not be necessary. 119. Boulder argues that no party objects generally to co-location within the substations provided there are reasonable access restrictions and, where appropriate, separation between the Public Service and Boulder facilities. Boulder argues that the Commission needs to determine that the City’s proposed co-location of facilities within Substations A through F will not negatively impact safety. Boulder argues that the City’s distribution facilities and Public Service’s transmission and distribution facilities in the same substation provides no additional safety, security, or reliability concerns as compared to a substation with Boulder distribution facilities and just Public Service transmission facilities. Boulder states that all facilities in a substation must meet National Electrical Safety Code (NESC) requirements, be isolated from the public, grounded, and secured within a fence or other permanent boundary. Boulder continues that, if facilities are appropriately designed and maintained, if appropriate safety precautions are taken, and if the utilities engage in appropriate coordination, there is no reason why two or more utilities cannot effectively, reliably, and safely co-locate facilities in the same substation. 120. For all substations, Boulder requests that the Commission allow Boulder and Public Service to resolve the issues associated with co-location and substation configuration— such as physical separation, equipment access, easements—in Public Service’s OATT processes. Specifically, Boulder requests that the Commission order Public Service to process the City’s Network Integration Transmission Service (NITS) application pursuant to the OATT within three months of Boulder’s filings and to direct Public Service to work with Boulder to create the detailed drawings and specifications for the substations, as required. (Boulder wants Public Service to obtain bids from contractors for any new equipment and construction.) Boulder volunteers to make a compliance filing with the Commission describing the substation Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 42 configurations approved in the NITS process and providing the substation co-location agreements.36 2. Positions of the Intervening Parties 121. Public Service argues that Boulder’s list of assets for transfer, for assets both inside and outside the substations, is incomplete. Public Service states, for example, that the substation general arrangements provided by Boulder include only boxes that indicate where the City would like easements. Public Service argues that the list includes no legal descriptions and notes that no terms and conditions for Boulder’s easements have been proposed. 122. Public Service further argues that Boulder acknowledges that the actual location, design, and configuration of facilities in substations are determined during the transmission load interconnection process. Public Service concludes that, in order for the Commission to evaluate whether Public Service will be able to provide safe, reliable and effective service, it is necessary to know what real property rights Boulder will actually need inside substations, and that cannot be known until Boulder applies for and completes the transmission load interconnection process. 123. Public Service adds that this information about property rights within the substations is also necessary for the condemnation case because the real property rights Public Service will have post separation, and any burdens on Public Service caused by Boulder’s easements and colocation must be included in determining just compensation. 124. Public Service also notes that the OATT does not specify the requirements for new facilities, or any particular configuration of facilities, beyond the general “Good Utility Practice” standard. The Company continues that FERC does not directly review or pre-approve 36 Boulder SOP at 12-13. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 43 the engineering configuration of Public Service electric transmission facilities prior to construction or modification. 125. From a legal perspective, Public Service argues that Boulder’s proposed co-location at substations cannot be ordered by the Commission pursuant to § 40-4-105(1), C.R.S. 126. In sum, Public Service argues that it is premature to approve the asset list when “ideas are still being developed” that, with respect to substations, impact system “separation and reconnection.”37 Public Service argues that load interconnection requests are the first step to establishing the physical configuration at all substations and are the basis for substation sharing agreements that must be negotiated so that risks can be evaluated. Public Service argues that Boulder must complete the transmission load interconnection process and the negotiation of the substation agreements before a determination can be made regarding the new and any existing facilities and real property rights Boulder is seeking inside substations. 127. Staff agrees with Public Service that the Commission does not know the location and configuration of the substations that will comprise the new Boulder electric utility. Staff similarly argues that neither Public Service nor Boulder can state whether the various substation proposals will receive approval under the OATT processes. 3. Findings and Conclusions 128. We find that it is premature to authorize the inclusion of facilities inside the substations on the designated list of assets for transfer. We find that Public Service has provided compelling evidence that it requires the existing distribution assets within Substations A, B, C, 37 Public Service SOP at 2. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 44 and E, because they are currently used to provide service to customers that Public Service will continue to serve upon separation. We recognize, however, that Boulder and Public Service may reach agreement on a transfer of assets at any or all of these substations. It is further possible that Public Service could no longer require distribution facilities at a particular substation (e.g., Substation B) as a result of facilities’ transfers and system reconfigurations prior to separation. We thus decline to approve assets for a transfer that may not be required by Boulder in order to serve its customers, post separation. 129. The record indicates that Boulder can proceed to submit transmission service load interconnection requests with Public Service’s transmission function for facilities outside of the substations. See Section III.B.3 infra conditionally approving designation of assets outside substations for transfer. It is reasonable for Public Service and Boulder to rely upon the transmission load interconnection request process, and also the NITS process, to attempt to resolve the required configurations and ownership arrangements inside the substations. 130. The outcomes of these transmission load interconnection requests and NITS applications also may determine that Boulder will need to construct new substations in order to begin operations as a municipal utility. Alternatively, Public Service and Boulder may reach agreement on the sale to Boulder of existing transformers and other distribution equipment within the substations. The Commission can approve the transfer of facilities inside substations at a later time, because sales of facilities to Boulder will require Public Service to file application(s) under § 40-5-105, C.R.S. 131. Although the record indicates that distribution facilities at Substation D may not be useful to Public Service to serve Public Service customers upon separation, we also find it premature to include Substation D assets on the list of assets for transfer at this time. Based on Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 45 testimony, it appears likely that Public Service and Boulder will be able to work out arrangements for Substation D through the transmission load interconnection and NITS processes.38 132. We find that it also is premature to include Substation F assets on the list of assets for transfer at this time, because the continued examination of the Alt_EF proposal could alter Boulder’s transmission load interconnection requests and NITS applications for Substation F and hence change the configuration and use of that substation. B. Assets Outside the Substations 133. The facilities that Boulder seeks to acquire outside of the substations include the following: (a) overhead and underground distribution lines; (b) distribution transformers (pole and pad mount); (c) overhead and underground secondary and service conductors; (d) fiber optic and other communications equipment associated with the distribution system; (e) meters and other equipment; (f) streetlights and traffic lights within the city limits that are owned by Public Service; and (g) the property interests associated with those assets. 134. The assets for transfer proposed by Boulder outside of the substations are the components of every distribution feeder system in Attachment TAG-5, Volume I, page 11.39 135. Boulder acknowledges that the data it received from Public Service did not include complete information regarding customer meters, manholes, services and secondaries, vaults, and fiber optic and communications facilities. Boulder states that it proposes to acquire 38 Hearing Exhibits 202 and 202A, Nickell Answer at 109-110; Hearing Exhibits 104 and 104A, Ghidossi Rebuttal at 53. 39 Hearing Exhibit 103. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 46 these facilities and requests that the Commission approve the transfer of all of these “ancillary assets and appurtenances” to the extent they are associated with the electric distribution system serving Boulder customers upon separation. 1. Boulder’s Position 136. Boulder argues that it is undisputed by Public Service that Boulder’s Separation Plan will, if constructed as proposed, allow Public Service to deliver electricity to its customers over a system: (1) with the same or better capacity and voltage levels as today; (2) that is capable of maintaining at least as much capacity and voltage as the system today, even under N-1 conditions; (3) that generally reduces or maintains the number of switching operations needed to restore service in the event of a feeder trunk outage; (4) that allows Public Service to restore service just as quickly in the event of a transformer failure wherever it currently exists; and (5) that complies with the requirements of the NESC. Boulder therefore requests that the Commission find that the Separation Plan will, if implemented as proposed by the City, result in a system for Public Service that is as effective, reliable, and safe as the current system. 137. Boulder states that it seeks only assets owned by Public Service. Boulder states that it is not seeking to acquire assets owned by anyone other than Public Service, such as poles owned by Qwest Corporation, doing business as CenturyLink QC (CenturyLink). 138. Boulder requests that the Commission approve for transfer both the assets that exist today and any new assets Public Service adds to the system in Boulder before the Cut-Over Date that will serve Boulder customers, upon separation. 139. Boulder requests that the Commission require Public Service to provide, within 60 days of a final order to this phase of the proceeding, an update to the GIS model and the Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 47 Synergi model describing any new assets that will, post-separation, serve Boulder customers.40 Boulder further states that it is willing to provide, within 30 days of the Commission’s final order in this phase of the proceeding, the recorded property interests for property rights associated with the assets. However, Boulder requests that the Commission require Public Service to, within 30 days of the Commission’s final order in this phase of the proceeding: (1) identify any unrecorded property interests associated with the facilities that will be owned by Boulder, post-separation; and (2) identify any instances where Public Service’s gas facilities or transmission facilities share an easement with its distribution facilities and the portion of any such easement Public Service needs to retain to provide gas or transmission services.41 140. In addition to the facilities explicitly listed by Boulder, the City seeks to acquire the specific non-exclusive portions of the real property interest necessary for the facilities that will be owned by Boulder. Boulder clarifies that it is not requesting the transfer of any real property interests associated with assets that are necessary for Public Service to serve its gas or electric customers post-separation. 2. Positions of the Intervening Parties 141. Public Service argues that the real property rights Boulder seeks to acquire must be identified and any necessary sharing arrangements negotiated where there are gas or transmission facilities in or on the same property rights. Public Service also asserts that once condemnation starts, Public Service’s bargaining power to negotiate agreements and real property rights for itself will be limited because neither the Commission nor Public Service can call a halt to the condemnation proceedings or alter their course once they have commenced. 40 Boulder SOP at 6-7. 41 Id. at 7. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 48 142. Staff recommends that the Commission should approve the physical assets portion of the list of assets for transfer now (and thus, permit the commencement of condemnation proceedings), as long as the list is still subject to another subsequent approval. 3. Findings and Conclusions 143. We approve the designation of assets for transfer outside of the substations. However, as discussed below, we place three conditions on Boulder to secure this approval. 144. The record in this Proceeding supports the conclusion that Public Service can provide safe and reliable service to its customers during separation and after the Cut-Over Date upon the transfer of assets outside the substations. No party has argued that Public Service’s existing system is not safe, reliable, and effective. Public Service will retain its feeder lines serving customers outside of the city limits and, in accordance with our decision above, the substations that serve those lines. Boulder’s engineers have modeled the existing system and have shown that it satisfies voltage and capacity requirements. Provided that Public Service also secures sufficient property rights to operate and maintain its feeders remaining in Boulder, it is reasonable to conclude that Public Service will have the means to operate its system post-separation in a manner that is as safe, reliable, and effective as it is pre-separation. 145. Public Service recommends that Boulder move forward with the transmission load interconnection process.42 That recommendation would support a conclusion that Boulder’s acquisition of the feeder lines would not result in a less safe, effective, and reliable system for Public Service after separation. Public Service witness Chad Nickell’s advocacy also focused almost exclusively on the substation configurations and the associated joint-use of poles for 42 Public Service SOP at 23. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 49 backups as recommended by Boulder. Public Service primarily suggests that any updated list of assets for transfer should reflect final substation configurations. However, this Decision results in no change in substation configurations, at this time. 146. In addition, Mr. Nickell testified that it is not necessary for Public Service to operate any new substation transformers that Boulder will own in order to serve customers up until the Cut-Over date. He also explains that there is no need for any of the City’s new substation facilities to be used by Public Service to provide service and they can be constructed and ready to be placed in service without Public Service having any responsibilities (other than temporarily providing load for testing).43 Likewise, he states that it is also not necessary for Public Service to integrate Boulder’s distribution facilities outside of the substations in order to serve customers before separation.44 Boulder agrees with Mr. Nickell, since the City takes the position that operations of the system until the Cut-Over Date will “not require a departure from the status quo until the systems are separated” and hence will not be the contrary to the public interest.45 147. Based on the above, the Commission is reasonably assured that Public Service will be able to provide safe, reliable, and effective service upon Boulder’s acquisition of the feeders, particularly since decisions on substation configurations would be subject to the transmission load interconnection process under Public Service’s own OATT. A safe, reliable, and effective system is also enhanced if the Commission declines to order the joint use of poles, as addressed below. 43 Hearing Exhibit 203, Nickell Cross Answer at 19. 44 Id. at 21. 45 Boulder SOP, 58. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 50 148. Accordingly, we hereby find that if Boulder acquires the distribution facilities outside of the substations, through either a negotiated sale or condemnation, Boulder will have the technical means (i.e., the facilities and associated property rights) to create a municipal utility. Boulder will connect its distribution facilities to substations, where Boulder will receive transmission service from Public Service. As a municipal electric utility, Boulder will have the right to build new substations in order to serve the distribution facilities on the list of assets for transfer in the event the City is unable to reach agreement with Public Service on the purchase and/or reconfiguration of the existing substations through the normal transmission load interconnection process. C. Conditions on the Approval of Assets for Transfer 1. Access to Rights of Way and Other Real Property Rights 149. The creation of a municipal utility in Boulder will occur within a well-established portion of Public Service’s existing service area, wherein the Company has already built a highly integrated grid. Public Service will require significant facilities to be located within Boulder city limits post-separation, and Public Service will require access to rights of way and other property rights within Boulder city limits for those facilities, even though most Boulder City customers will not be served by Public Service. Public Service also will be required to reconfigure certain existing facilities and to construct new facilities in order to serve its customers after separation. For example, new connections between substations within Boulder likely will be necessary for “backing up” facilities used to serve Public Service customers post separation if Boulder acquires distribution facilities within certain existing substations. 150. We therefore agree with Public Service that the separation of the systems will require Public Service to secure permanent, non-exclusive easements and other necessary real Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 51 property rights for the location of its electric facilities within Boulder city limits that are necessary for Public Service to provide service to its customers after separation. We further agree with Public Service that non-permanent rights create the risk that Public Service will not be able to continue to serve its customers post separation, a situation which could cause Public Service to incur additional costs if Boulder requires Public Service to relocate, remove, or underground facilities in the future on one or more occasions.46 151. As a condition to the designation of the assets for transfer outside the substations, we require Boulder to file an agreement reached between Boulder and Public Service that provides Public Service permanent non-exclusive easements and other necessary real property rights for the location of its electric facilities within city limits that are necessary for Public Service to provide service to its customers after separation. Such an agreement is essential to preserving Public Service’s ability to serve its customers post-separation. 2. Addressing Deficiencies in the List of Identified Assets 152. We are persuaded by Public Service that Boulder’s list of identified assets for transfer, even for items outside of the substations as provided in the record, is incomplete and contains errors that must be corrected. 153. As a second condition to the designation of the assets for transfer outside the substations, we require the filing of a revised list that is accurate and complete. The updated list shall not include assets that Boulder proposes Public Service should retain; it shall include the assets Boulder proposes to take that are outside Boulder city limits; and it shall not include CenturyLink poles or Public Service transmission poles. 46 Public Service SOP at 147-148. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 52 154. It is not necessary for the updated list to itemize the ancillary assets and appurtenances outside of the substations. We note that Public Service does not object to a Commission order approving the transfer of smaller, associated distribution system assets by description.47 The facilities listed by type may include customer meters, manholes, services and secondaries, vaults, and fiber optic and communications facilities. 155. The updated list also shall include real property interests associated with the assets Boulder seeks to acquire (e.g., the property rights outside of the Boulder rights of way). We find that it is necessary for the Commission and Public Service to understand which property rights Public Service risks losing through municipalization to be assured that Public Service will retain its ability to provide safe, reliable, and effective service to its customers after separation. 156. While we decline to order either Public Service or Boulder to contract for the title work necessary to identify all of Public Service’s real property rights associated with the assets Boulder seeks to acquire (e.g., fee lands, easements, or licenses), Boulder shall be responsible for the associated expenses to comply with this condition. Per its offer, Public Service shall work with Boulder to identify any real property in which gas or transmission facilities are located with electric facilities.48 Public Service also shall assist Boulder in identifying unrecorded claims to a property interest associated with the facilities that would be owned by Boulder, post-separation and the instances where Public Service’s gas facilities or transmission facilities share an easement with the electric distribution facilities, including the portion of any such easement Public Service must retain to provide gas or transmission services. 47 Id. at 200. 48 Id. at 194. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 53 3. Agreement(s) on Boulder’s Reimbursement of Public Service’s Costs 157. As a third condition to the designation of the assets for transfer outside the substations, we require the filing of an agreement (or multiple agreements) between Boulder and Public Service that addresses the payment by Boulder of costs incurred by Public Service to effectuate the separation of the systems. Such an agreement(s) is necessary, since, as discussed below in Section IV.D.3., we reject Boulder’s proposal that Public Service finance all work for reimbursement just prior to the Cut-Over Date. 158. The required agreement(s) shall address both the reimbursement of costs incurred by Public Service associated with Boulder’s compliance with these conditions tied to the approval of the assets for transfer, pursuant to this Decision, and the costs associated with the following: (1) the development of scope of work documents and detailed design drawings and specifications; and (2) new construction and reconfiguration work costs incurred by Public Service to effectuate the separation of the systems. 159. In recognition that Boulder may change its mind about municipalization after construction and separation activities have begun, the agreement(s) also should address how Public Service will recover from Boulder the costs that will be incurred to restore the two systems to a single electric system, as suggested by Public Service. 160. The agreement(s) should also address the following: (1) respective responsibilities for the repair and replacement of existing facilities while Public Service is still providing service to customers within Boulder; (2) how failures and damages will be addressed after the date value is established in the condemnation case and up to the Cut-Over Date; and (3) any other final “true up” at the Cut-Over Date not otherwise addressed by the condemnation court. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 54 161. We conclude that the Commission’s review and approval of such an agreement(s) is in the public interest, because it is the most reliable means for the Commission to protect remaining Public Service ratepayers from paying costs that should be borne by Boulder. We note, however, that the agreement(s) will not be jurisdictional to the Commission and, as addressed more fully below, the Commission will not have authority to resolve disputes arising from the compliance with the agreement(s). 4. Filing Deadline and Review of Compliance Conditions 162. Boulder shall submit no later than 90 days following the issuance of this Decision, the filings required above for final approval of the designation of assets for transfer outside the substations. Boulder shall make a single filing satisfying all requirements of the three conditions. Boulder may file a request for additional time for good cause shown. 163. Any party may file a request for hearing on all or parts of the filings by Boulder no later than 30 days after the filing is submitted. In the event that a party requests a hearing on Boulder’s filing, the matter will be referred to an Administrative Law Judge (ALJ) for a recommended decision on whether Boulder has satisfactorily met the conditions set forth above and whether the Commission approves the designation of assets for transfer outside the substations. The Commission will then address the recommended decision under § 40-6-109(2), C.R.S. In the event no party requests a hearing on Boulder’s filing, the Commission will render a decision granting final approval of the assets for transfer outside the substations. 164. As explained below, the approval of the assets for transfer by this Decision is made in accordance with the Boulder District Court Decision. The decision rendered on the assets for transfer will not be a preliminary approval of the transfer of assets under § 40-5-105, C.R.S., as contemplated by the advocacy of certain parties. Final approval of the transfer of Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 55 assets under § 40-5-105, C.R.S., will be accomplished, as necessary, in a separate proceeding by a joint filing of an application for voluntary transfer of assets from Public Service to Boulder. IV. BOULDER’S PROPOSED ASSOCIATED AUTHORIZATIONS AND RELIEF A. Joint Use of Poles 1. Boulder’s Proposal 165. Boulder proposes the joint use of existing poles when “above-ground” infrastructure already exists and another circuit is required for the other utility. Boulder proposes that Public Service would continue to own any poles jointly used by Boulder and Public Service. Boulder would pay the joint use fee and all “make-ready costs” required to accommodate Boulder’s system. Boulder states that, because Public Service had not provided the City with information on the age and condition of existing infrastructure, Boulder has assumed that all of the affected poles would be replaced. 166. Boulder argues that the joint use of poles prevents the duplication of facilities in the same area and that it is common practice between utilities. Boulder also argues that having two utilities on a pole does not, by itself, negatively affect reliability. To ensure system safety, Boulder acknowledges that the joint use of poles requires a degree of coordination. Boulder states that it is willing to abide by all of the restrictions placed by Public Service on other electric utilities that have joint use arrangements with Public Service, as well as any other reasonable terms and conditions as may be imposed by the Commission. Boulder states that the two electric utilities will have to communicate and have a protocol for planned and emergency work on feeders and equipment on joint use poles. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 56 167. Boulder argues that the Commission has the authority to require joint use of regulated facilities. Boulder further argues that Public Service already engages in pole sharing with other electric utilities as well as cable and phone companies. 168. Boulder estimates that undergrounding all of the joint-use-pole circuits proposed in the separation plan would cost roughly $30 million, an increase of some 40 percent of the present cost of the Separation Plan. 2. Public Service’s Position 169. Public Service explains that Boulder proposes 27.5 miles of new construction of poles for joint use, plus 5.1 miles of existing double-circuit poles that would be split for joint use. The proposed joint use poles would affect 15 of the 28 feeders that would provide service to Boulder customers and would affect 8 of the 9 feeders that Public Service would use to provide service to its customers post-separation. 170. According to Public Service, Boulder is proposing to remove the existing poles (some of which are owned by CenturyLink) and replace them with new poles capable of holding circuits for both Boulder and Public Service. The joint use poles within city limits would be used both to serve Boulder’s circuits and to backup for Public Service, the ties between Substations C and A. The joint use poles outside of the city limits would be used both to serve Public Service’s circuits and to provide backup ties between “Boulder’s substations.” 171. Public Service raises numerous safety and reliability issues associated with joint use poles. Public Service takes the position that there are significantly better designs that would assure a higher level of the safety and reliability of service. The Company further states the system would be inherently more risky and more likely to result in a safety incident, which makes the proposal unacceptable to the Company. Public Service also argues that Boulder’s Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 57 proposal is not fully developed. For example, according to the Company, Boulder cannot complete the proposed backup feeder on joint use poles for Public Service’s Substation A transformer without acquiring the right to take CenturyLink poles and convert them to “joint use” by Boulder and Public Service, with ownership by Public Service. 172. Public Service presented the testimony of Lawrence Gelbien, an independent expert, who testified that the joint use of poles is not common in the industry because of safety and reliability reasons and that the NESC establishes minimum requirements, not operational goals, for safety.49 Mr. Camp, on behalf of Staff, agreed that the NESC provided an engineering minimum standard, not a safety standard.50 173. From a legal perspective, Public Service argues that Boulder ’s proposed joint use of poles is outside the scope of the joint use statute, i.e., § 40-4-105(1), C.R.S., in part because Boulder is not requesting to use existing facilities, but is instead requesting that it be allowed to use new poles that Public Service would be forced to construct, own, and maintain. Public Service further argues that Boulder has never cited any legal authority for the Commission to compel the joint use of poles. 3. Findings and Conclusions 174. We decline to compel Public Service to enter into any “joint use” of pole arrangement. We conclude that if the joint use of poles is necessary in any particular circumstance, the arrangement should be worked out with mutual consent by both Boulder and Public Service. 49 Hearing Transcript, July 31, 2017, at 211-243. 50 Hearing Transcript, August 7, 2017, at 149-153. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 58 175. Public Service has provided reliable testimony that the joint use of poles will likely decrease the safety and reliability of its electric distribution system. We therefore find that the joint use of poles should only be implemented upon mutual agreement by both Boulder and Public Service. Boulder has failed to persuade us that the “joint use" of poles is either necessary or warranted at this time. B. Detailed Design Drawings and Specifications 1. Boulder’s Proposal 176. Boulder requests that the Commission direct Public Service to contract with a third-party engineering firm acceptable to Boulder to perform engineering work after the Commission issues a Phase 1 decision that approves both Boulder’s assets for transfer and the City’s proposed Separation Plan. Boulder envisions that the third-party engineering firm, Public Service, and Boulder will work together to complete detailed design drawings and specifications for the facilities located outside substations. The third-party engineering firm also would develop a cost-estimate and an estimated timeline for the separation of the two systems and would solicit bids for the construction required under the Separation Plan. 177. In its SOP, Boulder requests that the Commission direct Public Service and the City to develop a scope of work for the detailed design drawings and specifications within 30 days following the Commission’s final order in this phase of the proceeding. Within 12 months (but with monthly progress reports), Public Service and Boulder then would be directed by the Commission to engage in the following activities: (1) develop detailed design drawings and specifications with cost estimates and proposed timelines; (2) negotiate any required operation agreements to implement emergency backup arrangements and joint use agreements; and (3) negotiate a cut-over agreement regarding when and how Boulder-owned Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 59 facilities will be physically integrated into the Public Service system and how such facilities will be maintained before the Cut-Over Date. Following that 12-month process, Boulder states that it will make a “Phase 2” filing seeking approval of those detailed design drawings and specifications and agreements.51 178. Also in its SOP, Boulder states the City is willing to enter into a contract with Public Service that requires the Company and, separately any Public Service contractors to the extent they are employed for the design work, to invoice Boulder monthly for the “actually- and prudently-incurred costs.” Boulder further agrees to pay those costs directly to Public Service contractors and, if applicable, to the Company directly, on a monthly basis. Boulder argues that there is no need to require Boulder to provide additional payment assurances or security other than the proposed contract.52 2. Positions of the Intervening Parties 179. Public Service objects to using third-party design engineers to prepare scope of work documents. Public Service takes the position that those decisions on scope of work, which should encompass planning for the logistics of cut-over, should be made by the Company and Boulder and not by third party design engineers, because it is Public Service and Boulder who have interests at stake in those decisions. Public Service also suggests that once the scope of work documents are done by the City’s and the Company’s engineers, at least as to Public Service’s distribution work, it will not be necessary to have engineers prepare the detailed design drawings, because the drawings can be completed by less expensive designers. 51 Boulder SOP at 14. 52 Id. at 16. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 60 180. Staff agrees that Public Service should be responsible for the development of detailed drawings, the specifications bid package, and cost estimates for construction and reconfiguration of the facilities that will exclusively serve Public Service’s customers after separation. Likewise, Staff suggests that Boulder should be responsible for the development of detailed drawings, the specifications bid package, and cost estimates for the construction and reconfiguration of the facilities that will exclusively serve Boulder’s customers after separation. 3. Findings and Conclusions 181. The parties appear to have reached agreement that the development of a scope of work is essential to an efficient development of detailed drawings and specifications. While we concur with Public Service that decisions on scope of work should encompass the planning for the eventual logistics of cut-over, and while we agree with the parties generally that Boulder and Public Service will need detailed drawings and specifications to implement the separation of the two systems, we are not convinced that it is necessary to compel Public Service to contract with a third-party engineering firm or to direct the Company to take any other specific action in the furtherance of this work. Moreover, the Commission lacks authority to compel Public Service to enter into the types of arrangements proposed by Boulder.53 Setting aside such legal deficiencies of Boulder’s proposal, we are not persuaded that ordering Public Service to contract with a third-party engineering firm or any other consultant or agency is necessary or warranted. We are persuaded by Public Service’s testimony, evidence, and experience that it is capable of creating its own scope of work and detailed design drawings, as necessary, in order to maintain a safe, reliable, and effective system. 53 See Arkansas Valley Smelting Co. v. Belden Mining Co., 127 U.S. 379, 387 (1888) (“everyone has a right to select and determine with whom he will contract, and cannot have another person thrust upon him without his consent.”) Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 61 182. We also decline to order Boulder and Public Service to file the detailed drawings prior to the Go/No-Go Decision later in this Proceeding or as part of a separate future proceeding. Review and consideration of approval of detailed specifications and drawings is well beyond the normal scope of Commission regulation over electric utilities. As stated above, there is no evidence that Public Service will not be able to continue to provide safe, reliable, and effective service post separation in accordance with good utility practice and industry standards in the design, construction, and operation of its system, provided that Boulder meets certain conditions in compliance with this Decision and provided that the designation of assets for transfer is limited to the assets outside the substations, as ordered herein. C. Construction of New Facilities and Reconfiguration of Existing Facilities 1. Boulder’s Proposal 183. Boulder proposes that Public Service, its third-party contractors, and its consultants, in coordination with the City, construct the facilities necessary to separate the systems, consistent with the design drawing and specifications jointly prepared by Boulder and Public Service as approved by the Commission in Phase 2 of this Proceeding. During the construction phase and up until the Cut-Over Date, Boulder expects that Public Service will test, energize, and use the newly constructed facilities as the operator of the system as parts of the construction are completed. 184. Boulder estimates that the cost of construction and reconfiguration work will be approximately $73 million.54 Public Service calculates the cost of the construction and reconfiguration work to be approximately $107 to $109 million.55 54 Hearing Exhibit 101, Bailey Direct at 64. 55 Public Service SOP at 40. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 62 185. Boulder argues that it is prudent that just one utility operate the integrated facilities until they are separated for safety and reliability reasons. Boulder adds that it “is logical that Public Service would continue to operate the integrated facilities in parallel with managing the design, construction, and reconfiguration required under the Separation Plan.”56 186. Boulder argues that requiring Public Service to “take the lead on construction,” while continuing to own and operate the system within Boulder, ensures continued Commission jurisdiction “over the facilities” until the Cut-Over Date. In contrast, Boulder asserts that if the Commission requires Boulder to install and own its own facilities, those facilities would be outside of the Commission’s jurisdiction, because they are assets of a municipal utility for serving customers within City Limits. According to Boulder, a requirement that Boulder complete its own construction work “raises additional concerns and complexities that are avoided” if Public Service is responsible for construction and owns all the assets until the Cut-Over Date.57 2. Positions of the Intervening Parties 187. According to Public Service, Boulder is proposing for itself five new distribution substation transformers and five new feeder lines. Public Service states it is unwilling to design, procure, construct, test, and commission Boulder’s facilities and cannot legally be ordered by the Commission to do so. Public Service states that it: “is not in the business of designing, procuring, constructing, testing or commissioning facilities for other utilities. Boulder can hire its own 56 Boulder SOP at 62. 57 Id. at 63. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 63 contractors to design and construct its facilities and can obtain (at a cost) from those contractors the protections for cost overruns and delays it seeks to impose on Public Service.”58 188. Public Service argues that separation will require a large number of different construction and reconfiguration activities to occur during the same timeframe, necessitating extensive project management and coordination with Boulder to maintain service to existing customers during the process. Public Service states that it also will be dependent on Boulder placing its facilities and being ready to operate them. Public Service states that it will need the flexibility to schedule work and adjust schedules as necessary to respond to conditions on a daily basis. Public Service states that is not willing to function as a general contractor for Boulder. Public Service argues that it needs to be able to make the same decisions on a daily basis that it would make for any of its public utility projects and that it cannot stop and check or negotiate with Boulder every step of the way or take the financial risk. 189. Regarding new facilities that Boulder would own post separation, Public Service argues that there is no reason for Public Service to take on the risk of designing and constructing new facilities for Boulder. Boulder can hire its own contractors to design and construct its facilities and can obtain (at a cost) from those contractors the protections for cost overruns and delays it seeks to impose on Public Service. Public Service also states that there is no reason why Public Service should or can be required to design, procure, construct, test, and commission new Boulder only facilities. Public Service argues that the services which Boulder is requesting Public Service be ordered to provide are not regulated public utility services; rather, they are the services general construction contractors provide under voluntarily negotiated private contracts. 58 Public Service SOP at 44. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 64 190. Public Service also takes the position that it is not necessary for Public Service to operate any new substation transformers that Boulder will own in order to serve customers. The Company explains that there is no need for any of the City’s new substation facilities to be used by Public Service to provide service and they can be constructed and ready to be placed in service without Public Service having any responsibilities (other than temporarily providing load for testing). Likewise, Public Service states that it is also not necessary for Public Service to integrate Boulder’s distribution facilities outside of the substations in order to serve customers before separation. 191. Regarding new facilities that Public Service would own, Public Service states that it has the right to design and construct the new facilities it will own after separation and that, in order for Public Service to be able to continue to serve customers during the construction process, Public Service must be able to decide how separation activities will be undertaken. This includes moving feeders from an existing substation transformer to a new transformer, severing feeders and reconnecting them to other feeders (new or existing), moving customers from one feeder to another, and numerous other activities required to implement the separation. 192. Public Service argues that it cannot be required to use a third party contractor, selected by competitive bidding and hired to also construct Boulder’s new facilities, to construct its new facilities and do the separation work. Public Service states, however, that it would be willing to undertake the construction work for its new facilities and the separation activities subject to the Commission’s normal prudence review, but not subject to Boulder’s proposed “guardrails and limitations.” 193. Staff takes the position that Public Service should not perform the services of an engineering, procurement, and construction firm for Boulder, because it cannot be compelled Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 65 to engage in such unregulated activities on behalf of Boulder. Instead, Public Service should contract with an electrical distribution construction contractor for construction and reconfiguration of the facilities that will serve Public Service customers, and Boulder should engage an electrical distribution construction contractor for the construction and reconfiguration of facilities that will serve Boulder’s customers, at Boulder’s own expense. 3. Findings and Conclusions 194. We will not hold Public Service responsible for completing all of the construction and reconfiguration work as proposed by Boulder. We agree with Public Service, Staff, and the OCC that Boulder’s proposals suffer from jurisdictional infirmities. As we stated above with respect to the completion of the scope of work documents and detailed design drawing, the Commission lacks authority to compel Public Service to enter into the types of arrangements proposed by Boulder.59 We are not persuaded that ordering Public Service to contract with a particular construction firm or to complete the construction by any specific means is necessary or warranted. Such a directive is, again, well beyond the normal scope of Commission regulation over electric utilities. 195. We further agree with Staff that the Commission should hold Boulder responsible for the construction and reconfiguration of facilities that will serve Boulder’s customers, at Boulder’s own expense. Likewise, Public Service will be responsible for the construction and reconfiguration of facilities that will serve Public Service’s customers; however, Public Service’s construction and reconfiguration work will be completed at Boulder’s expense. 59 See Arkansas Valley Smelting Co., 127 U.S. at 387. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 66 D. Financing, Proposed Regulatory Asset, and Payment by Boulder 1. Boulder’s Proposal 196. Boulder requests that the Commission order Public Service to track, in a regulatory asset, the costs related to the following: (1) the development of detailed design drawings and specifications, a cost estimate and bid package, and a schedule for the construction and reconfiguration work; (2) the solicitation of bids; and (3) the construction of the facilities, subject to various conditions. 197. Boulder argues that appropriate categories of costs eligible for inclusion in the regulatory asset include direct costs of planning, engineering, construction, materials, transportation, and project management. Examples of costs that would not be appropriate for inclusion in the regulatory asset are litigation expenses, campaigning, ballot initiatives, and community outreach. Boulder argues that it should not pay the Company’s litigation costs. 198. Boulder states that the City agrees to pay the costs accounted for in the regulatory asset, with interest accruing at Public Service’s weighted average cost of capital, when the systems are fully separated. In the event the Commission rejects the proposed regulatory asset approach for cost recovery from Boulder, the City argues that the determination of an appropriate funding mechanism instead could be an issue to be addressed in Phase 2 of this Proceeding. 199. Boulder ties its proposal for financing the separation work to its proposed means by which the Commission would retain “continued jurisdiction over the detailed design and construction phases of the Separation Plan.”60 Specifically, Boulder wants Public Service “not only continue to own, operate, and maintain the electric distribution system in Boulder,”61 but 60 Boulder SOP at 15. 61 Id. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 67 also to, as the owner of the system, “make certain modifications to its distribution system to effectuate the Separation Plan.”62 Public Service would pay for this work, tracking its expenditures in a regulatory asset. Then, at the Cut-Over Date, Boulder would acquire the newly constructed facilities from Public Service, paying the amount in the regulatory asset for the Post-Go/No-Go Costs, as well as interest on that amount calculated at Public Service’s weighted average cost of capital. 200. In its SOP, however, Boulder states that, if the Commission does not “allow Boulder to defer payment”63 of the construction and reconfiguration costs, Boulder should be responsible for the acquisition of any equipment that will be owned by Boulder after the Cut-Over Date and any construction associated with facilities that will be owned by Boulder after the Cut-Over Date. Boulder states that it will finance those costs as it deems appropriate, adding that Boulder has the ability to finance the construction necessary under the Separation Plan, as well as to finance the acquisition of Public Service’s electric distribution assets after the separation construction. Notably, Boulder states: “at this time, given the substantial uncertainties regarding the level of the costs and the timeframe in which costs will be incurred, Boulder cannot and should not be required to commit to the particular manner in which Boulder will finance those costs, whether it be through general obligation bonds, revenue bond, certificates of participation, a combination of any of those or otherwise.”64 201. Boulder also states in its SOP that with regard to the Post-Go/No-Go Costs, the Commission should allow Public Service and Boulder to negotiate whether and the extent to 62 Id. at 15-16. 63 Id. at 17. 64 Id. at 67. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 68 which payment assurances or security should be required. Boulder proposes to report to the Commission in Phase 2 what agreements have been reached on that issue.65 202. In the event Boulder does not have sufficient funds to pay Public Service for all of its incurred costs, Boulder anticipates entering into a contract with the Company that would establish the obligation to pay the acquisition costs as well as the actually- and prudently-incurred separation costs on or just before the Cut-Over Date. Such contract would discuss the method of payment and would be consistent with applicable law.66 2. Positions of the Intervening Parties 203. Public Service argues that it is not legally required to finance any part of the costs required for Boulder to municipalize. Public Service further argues that there is nothing in § 40-5-101, C.R.S., or any other statute which would authorize the Commission to compel Public Service to finance Boulder’s municipalization efforts. Public Service further argues that the Commission has no jurisdiction to issue an order requiring Boulder to compensate Public Service for the costs it incurs to complete the separation and construction work Boulder has proposed in its Separation Plan. Public Service states that its capital is for the purpose of serving its customers, not advancing Boulder’s municipalization plans. 204. Public Service states that it cannot be required to incur any costs or expenses until legally enforceable arrangements are in place that will ensure repayment without financial risk or the necessity to sue to get paid. According to the Company, any requirements on Public Service require reimbursement arrangements acceptable to Public Service to be in place to cover all costs and expenses. 65 Id. at 67-68. 66 Hearing Exhibit 112, Eichem Rebuttal at 20. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 69 205. Public Service further argues that knowing the terms and conditions of all agreements necessary between Public Service and Boulder is critical to ensuring that all of the costs of Boulder’s desire to municipalize are borne by Boulder and not by Public Service and its remaining customers. Public Service also argues that it legally cannot be ordered by the Commission to enter into any of the necessary agreements. Nevertheless, Public Service agrees that the agreements should be subject to Commission approval. Public Service emphasizes that it is the Company’s position that it is imperative that before Boulder is allowed to commence a condemnation proceeding and the Commission loses jurisdiction, “the agreements must be presented to and approved by the Commission before the Commission make its determination that the separation plan will result in safe, reliable and effective service.”67 206. Public Service also raises a concern that Boulder is not proposing any security for the funds it wants Public Service to advance, for either the design or the construction and separation work. 207. Public Service states that it is willing to let Boulder pay for the costs of Public Service’s new facilities and the separation costs as the work is done, subject to the parties entering into an acceptable voluntary agreement and the furnishing of adequate security. Public Service explains that provision would have to be made for the Company’s invoices to be paid monthly, and the Company must be provided with security for nonpayment. This provision would enable the Company to restore its system to a single system in the event Boulder changes its mind about municipalization after construction and separation activities have begun. Consistent with Public Service’s approach, Boulder would have to pay separately for the costs of its own new facilities. 67 Public Service SOP, at 141. (Emphasis omitted) Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 70 208. Public Service argues that the creation of a regulatory asset account creates no obligation on the part of Public Service to advance funds for Boulder ’s municipalization and that the tracking of costs separately from the Company’s other accounts has nothing to do with who has to pay those costs and when. 209. Staff states that, with respect to financing Boulder’s municipalization, the main goal should be to ensure that Public Service’s ratepayers do not finance any aspect of municipalization, whether it be during the detailed design phase or during construction work occurring after Boulder’s Go/No Go decision. 210. Staff argues that Boulder should be responsible for funding all costs required to design, procure, and construct the new municipal electric utility. Public Service should provide Boulder with a monthly invoice of the municipalization-related expenses that Public Service incurs (which Boulder pays each month). If Boulder disputes any expenses presented by Public Service in the monthly invoices, it must submit those items to the Commission for resolution of the dispute on a quarterly basis. Boulder should fully securitize the estimated cost of construction and reconfiguration work that Public Service will bear, even with the requirement that Boulder submit monthly payments. 3. Findings and Conclusions 211. We reject Boulder’s proposal for Public Service to finance the construction and reconfiguration work. As Ms. Atkeson testified, multi-year fiscal obligations of a governmental entity, such as Boulder, are not legally binding and enforceable, without a dedicated revenue stream for repayment.68 There is too little benefit and too much risk to Public Service’s 68 Hearing Transcript, August 3, 2017, at 279-282. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 71 ratepayers if Public Service were to finance upfront the construction and reconfiguration work without repayment from Boulder at least five years into the future. Moreover, the record, including the testimony of Mr. Eichem, the Chief Financial Advisor to Boulder,69 supports a finding that Boulder has alternative means to finance the construction and reconfiguration work required for the separation of Public Service’s system. 212. We also agree with Public Service that the Company is not legally required to finance any part of the costs required for Boulder to municipalize, nor do we possess the authority to require Public Service to assume such a financial burden.70 213. We agree with Boulder that, because we are not adopting Boulder’s approach for financing the work, Boulder must be responsible for the acquisition of any equipment that will be owned by Boulder after the Cut-Over Date and any construction associated with facilities that will be owned by Boulder after the Cut-Over Date. This approach will narrow the issue of cost reimbursement to the new construction and reconfiguration work Public Service completes for providing service to its customers post separation. We further agree with Boulder that the Commission should allow Public Service and Boulder to negotiate whether, and the extent to which, payment assurances or security should be required. 214. As explained above, we have required, as a condition for approval of the designation of assets for transfer outside the substations, the filing of an agreement between Boulder and Public Service that addresses the payment by Boulder to Public Service for costs incurred by the Company associated with the development of scope of work documents, detailed 69 Hearing Transcript, August 1, 2017, at 205-212. 70 As Public Service continually points out, it is a regulated public utility and not a lender. It is not legally required to finance any part of the costs required for Boulder to municipalize. There is nothing in the Public Utilities Law—including § 40-5-101, C.R.S. (New Construction – Extension)—authorizing the Commission to require Public Service to finance efforts that will ultimately not benefit Public Service’s ratepayers. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 72 design drawings, and specifications associated with the new construction and reconfiguration work costs to effectuate the separation of the systems. This condition on the designation of assets for transfer is essential to protecting Public Service’s ratepayers from being ultimately responsible for the costs associated with Boulder’s municipalization efforts. E. Dispute Resolution 215. Boulder argues that Public Service fundamentally does not want Boulder to municipalize. Boulder adds that Public Service has little or no incentive to manage costs or keep construction on schedule. Boulder therefore requests that the Commission establish a process, for after the Go/No-Decision and prior to the Cut-Over Date, whereby Boulder or Public Service could raise any issue or dispute that concerns matters within the jurisdiction of the Commission to the Commission or an ALJ. Boulder recommends that the Commission require parties to raise disputes only as needed, but no more frequently than quarterly.71 216. Public Service argues that while Boulder has asked the Commission to resolve disputes up to the Cut-Over Date, the Commission may lack jurisdiction if the Phase 1 decision gives Boulder transfer approval under § 40-5-105, C.R.S. Public Service adds that once the Commission has fully exercised its transfer approval authority, it will lose its jurisdiction. Public Service further argues that Boulder cannot create jurisdiction of the Commission by consent. 217. We cannot be sure at this time what disputes will arise between Boulder and Public Service that will require resolution. However, it appears that many disputes would involve contractual claims and disputes over costs and payments. To the extent that Boulder is asking the Commission to hear and resolve such matters, we note that serving as the authority to resolve such disputes would most likely require this Commission to step outside its scope of jurisdiction. 71 Boulder SOP at 15. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 73 As has been clearly stated by the Commission previously, while the Commission enjoys broad authority over regulated public utilities, that jurisdiction is nevertheless limited. For example, Administrative Law Judge Mana Jennings-Fader noted that the Commission was aware that its jurisdiction was limited to the extent that it is characterized as a statutory tribunal: The Commission is not the functional equivalent of a Colorado Constitution article III court, which has general jurisdiction over common law claims and which may award equitable and legal remedies, including monetary damages. See, e.g. Paine, Webber, Jackson & Curtis, Inc. v. Adams, 718 P.2d 508, 513 (Colo. 1986) (powers of article III courts and of statutory courts). The Colorado Supreme Court has held consistently that the Commission does not possess general jurisdiction, that the Commission may not entertain tort and other common law claims, and that the Commission may not create remedies which are not authorized by statute. Thus, there is a clear point of demarcation between the jurisdiction of the Commission and that of the article III courts.72 [Footnote 9 omitted] Nor does the Commission possess the authority to hear claims of negligence, common law breach of contract claims, causation, or to provide redress in the form of monetary damages for claims that are grounded in an alleged violation of Public Utilities Law or a tariff, Commission decision, or of Commission rules. Instead, the question of damages is an issue to be determined in a court of competent jurisdiction in a private cause of action.73 218. These findings by the ALJ are buttressed further by case law that holds that “[a]dministrative agencies cannot exceed the authority conferred upon them by statute.74 Acts of 72 Recommended Decision No. R14-0369, Proceeding No. 13F-0110EG issued April 9, 2014, ¶ 34. Also citing, IREA v. Colorado Central Power Co., 307 P.2d 1101, 1104-05 (Colo. 1957); PUC v. Manley, 60 P.2d 913 (Colo. 1936); People v. Swena, 296 P. 271, 272 (Colo. 1931) (PUC’s statutory authority not that of an article III court); and Public Service Company of Colo. V. Van Wyck, 27 P.3d 377, 384-85 (Colo. 2001); People ex rel. Hubbard v. PUC, 178 P. 6, 14-15 (Colo. 1918) (Commission may not create remedies which are not authorized by statute). 73 Id. 74 City and County of Denver v. Gibson, 546 P.2d 974, 975-76 (1975) (internal citations omitted) (overturning Denver Civil Service Commission order to promote a candidate unfairly prejudiced in his examination by the action of his superior, since the Commission had no statutory authority to issue such an order). Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 74 administrative agencies that exceed the scope of their delegated powers are void, regardless of the equities involved.75 Therefore, while the Commission’s jurisdiction is broad in the realm of the Public Utilities Law, it is not boundless, and must be tempered according to its statutory strictures, or it runs the risk of acting ultra vires. 219. We conclude that it is unnecessary and potentially cumbersome for the Commission to adopt Boulder’s proposed dispute resolution process. Boulder’s Application contains several requests that the Commission cannot grant due to a lack of subject matter jurisdiction. We also agree with the intervening parties who argue that consent of the parties, express or implied, cannot create subject matter jurisdiction that the Commission is otherwise lacking.76 V. SERVICE TO IBM A. IBM’s Position 220. IBM claims that the lack of detail in Boulder’s Application is a sufficient basis to deny the application in its entirety. IBM offers that if the Commission is not yet prepared to make that determination, it can and should decide the IBM-specific issue, and deny the Application as to IBM. According to IBM, Boulder has not proven that it can adequately operate an electric utility and provide IBM with the reliable service it needs. Thus, the Commission should not approve any separation plan that allows Boulder to serve IBM.77 221. IBM Witness Leo Ladaga states: “The data center marketplace is very competitive and near perfect reliability is not an aspiration or goal, it is a non-negotiable commitment.”78 75 Id. 76 Id. 77 IBM SOP at 3. 78 Hearing Exhibit 500, Ladaga Answer at 14. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 75 Mr. Ladaga states that IBM’s customer contract is for 99.9 plus percent “availability” and that ensuring reliability is critical to not only IBM’s clients but to the public in general, because of the nature of IBM’s services on the Boulder campus.79 Mr. Ladaga goes on to explain that the Boulder campus houses IBM’s Global Technology Services and Resiliency Services, as well as one of two IBM global command centers, multiple call centers, data archival services, and a product literature production facility.80 IBM’s more than 10,500 resiliency services clients range widely in industries that require near-perfect reliability, including 75 percent of the top 35 banks in the world.81 In the event that IBM fails to meet service levels, it is subject to penalties that can range to millions of dollars.82 222. IBM witness Brody Wilson testified that Boulder lacks an operations plan and, even if there are no changes at Substation F, Boulder’s distribution utility will not “see into” Public Service’s transmission system, and vice versa.83 IBM witness Eugene Shlatz also testified that the specific shortcomings of Boulder’s proposal include Boulder’s lack of operational history and experience in operating an electric utility; Boulder’s failure to demonstrate that it will have adequate resources to restore the system during outages and emergencies; Boulder’s lack of centralized communications and control facilities; and Boulder’s lack of trained staff.84 223. IBM argues that it is the Commission’s duty to assure that future Boulder customers will receive safe, adequate, and reliable service, before it permits the separation of Public Service assets, service territory, and customers for which Boulder seeks Commission 79 Id. at 2. Mr. Ladaga uses the term “availability” throughout his testimony, but IBM uses the word “reliability” in its SOP. 80 Id. at 6. 81 Id. at 10-11. 82 Id. at 14. 83 Hearing Transcript, August 7, 2017 at 45. 84 Hearing Exhibit 503, Shlatz Answer, Attachment ELS-7. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 76 approval. According to IBM, under the Boulder District Court Decision and City of Fort Morgan v. Pub. Utils. Comm’n, 159 P.3d 87 (Colo. 2007), the Commission must exercise this duty now, and not after Boulder begins operating its municipal utility and IBM loses service or reliability.85 IBM asserts that these cases give the Commission the authority to make a determination that Boulder is unwilling or unable to provide substantially adequate service to IBM post-separation, therefore the Commission “must be able to make this same assessment, now, before separation occurs, particularly given that these customers are currently served by Public Service, an entity already possessing a CPCN to serve customers in Boulder.”86 IBM further argues that, because all of Boulder’s future customers are current Public Service customers, the Commission has a duty to ensure that the creation of a Boulder municipal utility will not harm these customers. 224. IBM believes that the law requires Boulder, at the very least, to make a showing of operational and financial fitness before the Commission can determine whether Boulder’s separation plan will result in safe, effective, and reliable service for all current customers of Public Service, including those who would become future Boulder customers. According to IBM, Boulder has not provided any evidence that it is capable of providing adequate service to IBM when Boulder takes title to Public Service’s assets. IBM asserts that Boulder “failed to address or explain many functions and capabilities that are required to safely and reliability operate an electric utility distribution system.”87 IBM argues that Boulder has not proven in this Proceeding that it will be able to protect the system’s effectiveness, reliability, and safety, and provide adequate service to IBM under its separation plan. IBM cautions the Commission that Boulder proposes not to provide any meaningful financial or operational detail until after 85 IBM SOP at 27-30. 86 Id. at 2. (Emphasis omitted) 87 Id. at 13. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 77 the “Go/No-Go” decision, when the Commission will have less authority (if any) over the municipalization process. IBM therefore asks the Commission to deny Boulder’s application as to IBM. However, recognizing Boulder’s right to create a municipal utility, IBM proposes a compromise: if Boulder receives all necessary approvals to proceed with its municipal utility, IBM proposes that it would not initially be a Boulder customer, or, in other words, the Commission would deny Boulder’s Application specific to IBM. But the Commission also would expressly recognize that Boulder would be allowed to subsequently reapply to add IBM to its service territory, seeking such further separations from the Public Service system as might be necessary, after Boulder had established a track record for providing safe, effective, and reliable service. IBM believes that five years of operational detail is sufficient to establish that track record. B. Boulder’s Response 225. Boulder states that it is willing to provide IBM with the same level of service and reliability that IBM receives from Public Service.88 Boulder has also stated that it will consider not changing Substation F, which would obviate IBM’s concerns about power losses during construction.89 226. Boulder asserts that it has a constitutional right to serve IBM because IBM is located entirely within Boulder’s municipal boundaries. According to Boulder, after it begins operating its municipal utility, the Commission may consider whether it is able to provide adequate service to any of Boulder’s customers—not before. Boulder notes that in the Fort Morgan case, the City had the opportunity to provide utility service before the Commission 88 Boulder SOP at 80. 89 Id. at 12. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 78 determined that the service was inadequate. Boulder further argues that it has demonstrated that the Separation Plan would result in a reliable, effective, and safe system that would be capable of serving IBM’s needs, and that the Separation Plan will provide equal or greater capacity and voltage and increased redundancy and reliability for IBM. Boulder also states that it has specifically modified the Separation Plan to meet IBM’s needs and address IBM’s concerns. Finally, according to Boulder, IBM’s request for special treatment is not lawful under the doctrine of regulated monopoly. C. Positions of Other Parties 227. According to Public Service, if Boulder is permitted to serve IBM, and the Commission determines later that Boulder’s service is not adequate for IBM, Public Service cannot resume provision of service to IBM without building a new substation. Public Service states that it cannot be a “backstop” for Boulder because it will not have the facilities necessary to serve customers in Boulder. Public Service argues that “[i]t follows from the rationale and holding of Fort Morgan that until a municipal utility is able to provide adequate service, the status quo with the existing utility must be maintained.”90 Accordingly, Public Service opines that IBM’s compromise proposal—for a five-year waiting period to allow Boulder to develop a track record of reliable service before Boulder can serve IBM—is reasonable. 228. Staff generally agrees with Boulder that it is premature for the Commission to make a decision about whether Boulder is willing and able to provide reliable service to IBM under Fort Morgan. According to Staff, the Commission does not yet possess adequate information to evaluate concerns related to Boulder’s operational viability. Additionally, Staff notes that in Fort Morgan, a public utility had applied for a CPCN to serve the customers inside 90 Public Service SOP at 64. (Emphasis in original) Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 79 Fort Morgan’s municipal boundaries, but no utility has sought such permission yet. Staff concludes that the possibility that Boulder is unable to serve the customers within its planned service area adequately is too theoretical to review at this time. 229. Staff recommends that the Commission reject IBM’s proposal that would allow Public Service to continue to serve IBM for five years until Boulder can prove that it can provide reliable electric service to IBM. Although Staff acknowledges that IBM requires a reliable source of electricity for its Boulder-based data center operations, Staff notes that there are also other Boulder-based business customers that cannot afford electric power outages either, such as hospitals. Staff warns that structuring the municipalization of Boulder’s electric utility so that IBM receives special treatment poses both legal challenges and questions of fundamental fairness to other electric customers. However, Staff suggests that the Commission reserve its ability to consider Boulder’s operational capability before a transfer of assets to Boulder occurs. D. Legal Analysis 230. A municipal utility cannot be prohibited from serving customers located in its municipal boundaries, unless it is unwilling or unable to provide substantially adequate service to the customer or area.91 In this way, municipal utilities are treated the same under the law as public utilities; they have the same right to continue providing service in their service territories unless it is shown that they are unwilling or unable to provide substantially adequate service.92 In 91 Fort Morgan v. Pub. Utils. Comm’n, 159 P.3d 87 (Colo. 2007). 92 See, e.g., Durango Transp., Inc. v. Pub. Utils. Comm’n, 122 P.3d 244 (Colo. 2005); RAM Broadcasting of Colo., Inc. v. Pub. Utils. Comm’n, 702 P.2d 746 (Colo. 1985); Pub. Serv. Co. v. Pub. Utils. Comm’n, 485 P.2d 123 (Colo. 1971); Pub. Serv. Co. v. Pub. Utils. Comm’n, 483 P.2d 1337 (Colo. 1971); Fountain v. Pub. Utils. Comm’n, 447 P.2d 527 (Colo. 1968). Southeast Colo. Power Ass’n v. Pub. Utils. Comm’n, 428 P.2d 939 (Colo. 1967); Ephraim Freightways, Inc. v. Pub. Utils. Comm’n, 380 P.2d 228 (Colo. 1963) (cases upholding the principle that a public electric utility in Colorado has the exclusive right to serve all customers inside its certificated service territory, unless the public utility is unwilling or unable to provide substantially adequate service to the customer or area). Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 80 all of the cases upholding the principle that a public electric utility in Colorado has the exclusive right to serve all customers inside its certificated service territory, unless the public utility is unwilling or unable to provide substantially adequate service to the customer or area, the applicant seeking to serve a customer or area inside the service territory of a certificated public utility or of a municipal utility had the burden to prove that the service currently provided was not substantially adequate. 231. A municipal electric utility, however, is not jurisdictional to the Commission when it is serving only customers inside its municipal boundaries.93 Unlike a public utility that is under the Commission’s jurisdiction, a municipal utility does not need to prove that the public convenience and necessity requires the provision of service before it can serve its customers.94 Under Fort Morgan and the doctrine of regulated monopoly, Boulder has the right to serve IBM because IBM is located within Boulder’s municipal boundaries. 232. Under Colorado Const. art XXV, the Commission has very limited jurisdiction to allow a public utility to provide service inside the boundaries of a municipal utility. However, the Fort Morgan court held that, the Commission has the authority to ensure adequate service to all utility customers, regardless of whether the customer is being serviced by a regulated public utility or not.95 233. In Fort Morgan, the Colorado Supreme Court stated that the Colorado Constitution strikes a balance between local government authority over a municipal utility and 93 Colo. Const. art. V, § 35, and art. XXV; § 40-1-103(1)(b)(II), C.R.S. (exempting municipal utilities from the definition of public utility); § 40-3-101(1), C.R.S. (exempting municipal utilities from rate regulation by the Commission). 94 See Fort Morgan, 159 P.3d at 94 (stating that the Commission cannot require a municipal utility to obtain a CPCN when it is operating within its municipal boundaries). 95 Fort Morgan, 159 P.3d at 95-97. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 81 the Commission’s authority to ensure adequate electric service across Colorado.96 The court further held that the Commission has the authority to determine whether a municipal utility is unwilling or unable to provide substantially adequate service inside its municipal boundaries, even though the Commission does not have jurisdiction over the services, facilities, and rates of municipal utilities.97 Fort Morgan’s tariff only allowed for interruptible service but the customers needed firm service for their food processing businesses.98 The court upheld the Commission’s decision that interruptible service was inadequate service, and thus allowed a different public utility to serve those customers.99 234. In contrast to Fort Morgan, where the customer at issue was inside the municipal boundaries, in Fountain, the municipal utility had a certificated service territory outside of its municipal boundaries.100 The Commission’s jurisdiction over Fountain’s provision of service in its certificated service territory was the same as the Commission’s jurisdiction over a public utility.101 The Fountain Court upheld the Commission’s decision that Fountain had inadequately served part of its service territory because it could not economically provide service to customers in the far eastern part of its service territory and prices were so high that it was “tantamount to denial of service.”102 235. These are the tests the Commission must apply if all or part of a public utility’s CPCN—or a municipal utility’s right to serve—is to be taken away. 96 Fort Morgan, 159 P.3d at 95-97. 97 Id. at 97. 98 Id. 99 Id. 100 Fountain, 447 P.2d at 528. 101 See Pub. Utils. Comm’n v. Loveland, 289 P. 1090, 1094 (Colo. 1930 (“When the city became a public utility under the statute, it had no superior right as to territory outside of its municipal boundaries over the rights of any other public utility, private corporation or otherwise, authorized to furnish service.”). 102 Fountain, 447 P.2d at 530-31. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 82 E. Findings and Conclusions 236. We conclude that there is insufficient evidence in the record for the Commission to conclude at this time that Boulder is unwilling or unable to provide substantially adequate service to IBM. In both Fort Morgan and Fountain, the municipal utilities had the opportunity to provide service before the Commission determined that the service was inadequate. Boulder currently is not in a position to serve any customers as a municipal electric utility, so it is premature for the Commission to enter a finding on whether Boulder is willing and able to adequately serve IBM under the Fort Morgan case. We find that IBM’s specific operational and financial concerns can be addressed as Boulder and Public Service develop the plans for substation configurations and as Boulder continues to create the operations plan for its municipal utility. 237. Further, because we have elected not to approve Boulder’s proposed Separation Plan, it is not necessary to find that the Separation Plan will result in substantially adequate service to IBM. However, IBM is not precluded from bringing additional evidence to the Commission at a later time—based on Boulder’s future operations plan—that it believes demonstrates that Boulder is unable to provide adequate service to IBM. 238. Boulder and Public Service (and IBM and/or Tri-State, if necessary) have shared interests in working cooperatively towards resolving the detailed design, siting, and construction issues associated with providing electric service to IBM under the new Boulder municipal utility. A mutual resolution should minimize construction-related disruptions to IBM’s electric service. 239. While we agree with Staff regarding the need for fairness in the treatment of all customers, IBM has a unique service quality arrangement negotiated with Public Service. Furthermore, IBM has put forth a substantial effort in this Proceeding to articulate the magnitude Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 83 and severity of its concerns regarding the continued delivery of safe, reliable, and effective service during and after the proposed municipalization of electric service. The Commission noted, during deliberations, that while Boulder has a responsibility to provide safe, reliable, and effective service to its residential customers, Boulder also has large customers that are economic drivers for the state as whole. Thus, the Commission calls upon Boulder to pay particular heed to IBM’s concerns and make all reasonable efforts to engage, not only IBM, but also the other customers that Boulder intends to serve. VI. DIRECTIVES TO PUBLIC SERVICE A. Good Faith Cooperation with Boulder 240. Public Service witness David Eves states that Public Service acknowledges that Boulder has a right under the Colorado Constitution, subject to certain property owner protections and conditions, to acquire Public Service’s facilities in order to form a municipal utility. Mr. Eves also states that Public Service would prefer that Boulder ultimately opt not to pursue the path of forming a municipal utility. However, given the possibility that Boulder may create a municipal electric utility, Mr. Eves states that Public Service’s “sole interest in this case is that the proper separation be planned and implemented correctly to ensure the safety, reliability and effectiveness of [Public Service’s] system and in a manner that gives the Commission proper oversight consistent with the Colorado Public Utilities Law.”103 241. According to Mr. Eves, the end state of the municipalization process: “should be a reconfigured system where, on the date Boulder takes possession, [Public Service] can open and close breakers and Boulder will have a fully operational distribution system. This process will require work on our system both inside and outside of Boulder to preserve [Public Service’s] 103 Hearing Exhibit 200, Eves Answer at 8. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 84 present level of reliability for our remaining customers, but I believe Boulder customers will benefit as well.”104 242. At hearing, Mr. Eves explained that Public Service has submitted significant amounts of testimony, with suggestions, information, and alternatives to Boulder’s proposal, such that the Company could “continue to work on those things to help Boulder find solutions and negotiate with us to create the best plan.”105 He also committed Public Service to working in good faith with Boulder to address real property descriptions that Public Service argues are necessary to include in the identification of the assets for transfer.106 243. Mr. Eves also testified that Boulder and Public Service have reached a point where, regardless of whether the Commission denies the Application, the issues raised in this Proceeding could be resolved through “good fair work” and negotiations.107 Mr. Eves stated that he is prepared to commit Public Service to work with Boulder now that it is engaged in advancing a plan that is “closer to being doable and right” and that if municipalization is going to happen, Public Service “want[s] to make sure that it is properly done, our customers are not affected and that we get compensated for it.”108 244. We intend to hold Public Service to the commitments made by Mr. Eves. We expect Public Service to work in good faith with Boulder to assist the City in being able to satisfy the three conditions for Boulder to secure final approval of the designation of assets for transfer outside of the substations. We further expect Public Service to work with Boulder 104 Id. at 9. 105 Hearing Transcript, August 2, 2017 at 53. 106 Id. at 117. 107 Id. at. 33-34. 108 Id. at. 125. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 85 pursuant to the transmission load interconnection process under the Company’s OATT to resolve the issues surrounding the six substations. Public Service’s cooperation is critical to avoiding unnecessary delay in Boulder’s attempts to comply with the conditions set forth in this Decision. Delay will not advance Public Service’s ability to provide safe and reliable service to its customers post-separation. B. Obligation to Serve Until Cut-Over 245. Boulder requests that the Commission order Public Service to continue to own, possess, operate, maintain, and improve the electric distribution system in Boulder until the Cut-Over Date.109 246. At hearing, Mr. Eves confirmed that Public Service will continue to operate its system to serve customers in Boulder during the construction and separation time period and agreed that Public Service will endeavor to provide the same level of safe, effective, and reliable service that it does today during the construction and separation.110 247. We find that it is undisputed among the parties that Public Service is obligated to serve customers in Boulder until the Cut-Over Date. Boulder’s request is hereby granted. C. Cost Accounting 248. The OCC contends that non-Boulder Public Service ratepayers should suffer no harm as to costs, or, in other words, no rate increases directly or indirectly from Boulder’s municipalization efforts. Along these lines, the OCC takes the position that litigation costs incurred by Public Service with regard to Boulder’s municipalization efforts should be a cost paid by Boulder and not passed on to ratepayers. 109 Application, 13. 110 Hearing Transcript, August 2, 2017 at 61-62. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 86 249. CU-Boulder requests that the Commission order that Boulder only pay prudently- and actually-incurred costs of construction and separation, which order should be implemented through a transparent, fair, and periodic Commission-administered process which is largely consistent with Boulder’s positions in this case. 250. Climax argues that the Commission should prevent Public Service’s customers outside Boulder City Limits from bearing any costs resulting from the City’s efforts to create a municipal electric utility, whether those costs have already been incurred or will be incurred before or after the City’s Go/No-Go decision. Climax states that none of the costs incurred by the City or the Company as a result of the City’s efforts to municipalize, whether the City is successful or not, have been or will be caused by the “remaining customers.” Climax states that rates recovering costs that are not caused by, for the benefit of, or necessary to provide adequate, reliable, and effective service to the remaining customers are not just and reasonable. 251. Evraz similarly requests that the Commission issue an order precluding Public Service from passing any costs of municipalization through to ratepayers remaining on the Company system. Evraz is concerned that the protracted dispute between Public Service and Boulder will lead to increased rates for Public Service customers. Evraz thus requests that the Commission, as part of its order in this Proceeding, require that Public Service pass no costs related to municipalization on to its customers. 252. Staff states that the main goal for the Commission should be to ensure that Public Service’s ratepayers do not finance any aspect of Boulder’s municipalization, whether during the detailed design phase or during the construction work after Boulder’s Go/No Go decision. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 87 253. At hearing, Public Service witness Eves suggested that an order from the Commission was necessary for the Company to begin keeping track of its direct and indirect costs associated with Boulder’s municipalization efforts.111 254. We direct Public Service to account for the costs it incurs associated with Boulder’s municipalization efforts for purpose of review in future rate cases by the Commission, Staff, and all other parties to those proceedings. The record in this Proceeding is devoid of any information regarding the amount of costs Public Service has incurred to date, either in total or by cost category. Decisions on what costs may or may not be included in Public Service’s revenue requirements for establishing rates shall be made in the Company’s future rate proceedings. Any decision on the allocation of costs and benefits between Public Service’s shareholders and customers must be deferred until after Boulder and Public Service file for final approval of the transfer of assets pursuant to § 40-5-105, C.R.S. VII. PROCEEDINGS BEFORE THE COMMISSION 255. Boulder’s proposed phasing of this Proceeding is denied. This Proceeding will continue in order to address Boulder’s and Public Service’s compliance with the conditions and directives rendered in this Decision. 256. In the event that construction is required at a substation to be owned by Public Service, Public Service shall file for a Commission determination of whether the proposal is in the ordinary course or instead requires a CPCN application pursuant to Rule 4 CCR 723-3-3206. 111 Hearing Transcript, August 2, 2017 at 153. Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 88 257. As explained above, it also may be necessary for Public Service and Boulder to file jointly for approval of a voluntary transfer of assets inside substations under § 40-5-105, C.R.S. 258. Boulder and Public Service shall file, pursuant to § 40-5-105, C.R.S., an application in a separate proceeding for the final Commission approval of the transfer of assets prior to the Cut-Over date. This Decision shall not be used by either party as a preliminary approval of the transfer of assets. Nothing in this Decision shall be used by either party in any condemnation proceeding as a finding or opinion of the Commission as to whether or not there are damages to any remainder interest of Public Service in the assets. VIII. ORDER A. It is Ordered That: 1. The Third Supplemental Verified Application (Application) filed by the City of Boulder (Boulder) on May 12, 2017 is granted, in part and with conditions, and denied, in part, consistent with the discussion above. 2. The designation of assets for transfer outside of the six substations at issue in this Proceeding is approved, subject to Boulder satisfying three conditions. To secure final approval of the designation of these assets for transfer, Boulder shall: (1) file an agreement(s) reached between Boulder and Public Service Company of Colorado (Public Service) that provides Public Service permanent non-exclusive easements and other necessary real property rights for the location of Public Service’s electric facilities within Boulder’s city limits that are necessary for Public Service to provide service to its customers after separation; (2) correct the errors and omissions from the list of assets for transfer outside of the substations and resubmit the revised list of assets for final approval; and (3) file an agreement (or multiple agreements) between Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 89 Boulder and Public Service that address(es) the payment by Boulder to Public Service of the costs incurred by Public Service to effectuate the separation of the systems. The filing of the agreements and revised list of assets for transfer shall be made no later than 90 days from the effective date of this Decision. Boulder may file a request for additional time for good cause shown. 3. Any party in this Proceeding may file a request for hearing on all or parts of the filings submitted by Boulder in accordance with this Decision no later than 30 days after Boulder’s filing being submitted. In the event that a party requests a hearing on Boulder’s filing, the matter will be referred to an Administrative Law Judge for a recommended decision on whether Boulder has satisfactorily met the conditions and whether the Commission approves the assets for transfer outside the substations. 4. Consistent with the discussion above, Public Service is directed to assist Boulder in good faith in Boulder’s efforts to satisfy the conditions set forth in this Decision for securing the final approval of the designation of assets for transfer outside of the substations. 5. Public Service shall work with Boulder in good faith pursuant to the transmission load interconnection process under its Open Access Transmission Tariff, consistent with the discussion above. 6. Public Service shall account for the costs it incurs associated with Boulder’s municipalization efforts for purpose of review in future rate cases, consistent with the discussion above. 7. Boulder and Public Service shall file, pursuant to § 40-5-105, C.R.S., an application in a separate proceeding for the final Commission approval of the transfer of assets Before the Public Utilities Commission of the State of Colorado Decision No. C17-0750 PROCEEDING NO. 15A-0589E 90 prior to Boulder beginning operations as a municipal electric utility, consistent with the discussion above. 8. All requests made by Boulder or any intervening party in this Proceeding that is not addressed by this Decision are denied. 9. The 20-day time period provided pursuant to § 40-6-114, C.R.S., to file an application for rehearing, reargument, or reconsideration shall begin on the first day after the effective date of this Decision. 10. This Decision is effective upon its Mailed Date. B. ADOPTED IN COMMISSIONERS’ DELIBERATIONS MEETING August 30, 2017. (S E A L) ATTEST: A TRUE COPY Doug Dean, Director THE PUBLIC UTILITIES COMMISSION OF THE STATE OF COLORADO JEFFREY P. ACKERMANN ________________________________ FRANCES A. KONCILJA ________________________________ WENDY M. MOSER ________________________________ Commissioners EXHIBIT 7 ORDINANCE 8302 Assets for TransferCreated and Collaboratively Updated by Boulder and PSCo in October 2018 from 2018 System DataBoulder System Distribution Asset TotalsAsset NameAsset Database FieldCurrent OwnershipTotal Asset Count Existing Install Remove/Retired Units Description TotalsAnchor GuyAnchor_Guy_Location.shpPSCo27842708 3442Qty.BusbarBusbar_Route.shpPSCo20031964 327Qty.Capacitor RackCapacitor_Rack_Location.shpPSCo5857 10Qty.Duct BankDuct_Bank_Actuai_Route.shpPSCo14881415 3142Feet Total Length 152500Elbow LocationElbow_Location.shpPSCo10094 60Qty.Electric LocatorElectric_Locator_Location.shpPSCo11 00Qty.Lot CentroidLot_Centroid_and_Premise_location.shpServed by PSCo28546N/A N/AN/AQty.OH FuseOH_Fuse_Location.shpPSCo130412662315Qty.375970251436FeetSingle Phase377431160690260FeetDouble Phase16329430164 3239972FeetThree Phase434376Overhead Secondary Change MarkerOH_Secondary_w_wires_Change_Marker.shpPSCo14331400 033Qty.Overhead Secondary WiresOH_Secondary_w_wires_Route.shpPSCo73727148 66158Feet Total Length 0Overhead SwitchOH_Switch_location.shpPSCo326320 51Qty.3 00Qty. 0kVA31 00Qty. 5kVA121 00Qty. 10kVA 2131 00Qty. 15kVA 310 00Qty. 20kVA 0391 07Qty. 25kVA 3986 00Qty. 30kVA 60 00Qty. 35kVA 02 00Qty. 37.5kVA 21 00Qty. 40kVA 13 00Qty. 45kVA 3336 00Qty. 50kVA 33626 02Qty. 75kVA 2840 00Qty. 100kVA 403 00Qty. 110kVA 31 00Qty. 115kVA 14 00Qty. 125kVA 428 00Qty. 150kVA 283 00Qty. 167kVA 31 00Qty. 215kVA 12 00Qty. 225kVA 21 00Qty. 267kVA 118 00Qty. 300kVA 182 00Qty. 500kVA 214 00Qty. Unknown 14Overhead Transformer Secondary ConnectionOH_Transformer_Bank_Secondary_Connection.shpPSCo14121402 010Qty.Overhead Transformer Secondary LocationOH_Transformer_Bank_Secondary_Location.shpPSCo14121402 010Qty.Transformer PadPad_location.shpPSCo26102600 17Qty.Service PedestalPedestal_Location.shpPSCo0000Qty.Pole BracePole_Brace_location.shpPSCo1100Qty.Pole  Pole_location.shpPSCo1068110054 100527Qty.Power Quality MeterPower_Quality_Meter_Location.shpPSCo99 00Qty.Primary Intersect ConnectPrimary_Intersect_Connect_Location.shpPSCo66 00Qty.Primary Meter Customer ConnectionPrimary_Meter_Customer_Connection.shpPSCo3331 11Qty.Primary MeterPrimary_Meter_Location.shpPSCo3532 21Qty.Primary Open PointPrimary_Open_Point_Location.shpPSCo317307 73Qty.Primary SplicePrimary_Splice_Location.shpPSCo379328 447Qty.Recloser BankRecloser_Bank_Location.shpPSCo2020 00Qty.OH_Primary_w_Wires_Route.shpPSCo6415PSCo947Exhibit 5A: Boulder and Public Service acknowledge that the distribution assets outside substations may change as a result of Scopes of Work, Detailed Design Drawings and during Separation. Inclusion on the spreadsheets is not evidence of agreement regarding ownership of the assets by PSCo. WARNING:  If printed, it is estimated that the spreadsheets would use approximately 1600 pages of letter size paper.  Overhead Primary WiresOverhead Transformer BankOH_Transformer_Bank_Location.shpAsset Sums & TotalsPage 1 of 1581Exhibit A to Proposed Ordinance 8302Item 5A - Acquisition of Xcel Property InterestsCity Council Meeting Page 399 of 553 Orig Fid Record Number Site Own 1Util Types at 10 feet Util Types at 20 feetAdditional Hit at 20 feet Util Types at 30 feetAdditional Hit at 30 feet Util Types at 40 feetAdditional Hit at 40 feetUtil Types at 50 feetAdditional Hit at 50 feet00Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist11EdistEdistEdistEdistEdist22Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist33EdistEdistEdistEdistEdist, GdistYES44EdistEdistEdistEdist, GdistYESEdist, Gdist55GdistEdist, GdistYESEdist, GdistEdist, GdistEdist, Gdist66Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist77EdistEdistEdistEdist, GdistYESEdist, Gdist88EdistEdistEdistEdistEdist, GdistYES99EdistEdistEdistEdistEdist1010 84178GEdistEdistEdistEdistEdist1111 156237Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist1212 77095Edist, Gdist, GtranEdist, Gdist, GtranEdist, Gdist, GtranEdist, Gdist, GtranEdist, Gdist, Gtran1313 76579Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist1414 76579Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist1515 85729Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist1616 26451Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist1717 26451Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist1818 91637NoneNoneNoneEdist, GdistYESEdist, Gdist1919 26451Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2020 91637Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2121 64496Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2222Edist, Etran, GdistEdist, Etran, GdistEdist, Etran, GdistEdist, Etran, GdistEdist, Etran, Gdist2323 91637Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2424 152686 GEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2525Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2626 81047Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist2727EdistEdistEdistEdistEdist2828NoneEdistYESEdistEdistEdist2929 85713EdistEdistEdistEdistEdist3030 137533Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist3131 144891Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist3232 87380EdistEdistEdistEdistEdist3333 88379EdistEdistEdistEdistEdist3434Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist3535 137643Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist3636 149418 EEdistEdistEdistEdistEdist, GdistYES3737 146406Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist3838 152537 EEdistEdistEdistEdist, GdistYESEdist, Gdist3939 152954 EEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist4040 162484Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist4141Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist4242NoneNoneEdist, GdistYESEdist, GdistEdist, Gdist4343EdistEdistEdistEdist, GdistYESEdist, Gdist4444Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist4545EdistEdistEdistEdistEdist4646 47642Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist4747 87713Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist4848 150075GGdistGdistGdistGdistGdist4949Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist5050Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist5151NoneNoneNoneNoneNone5252Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist5353Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist5454Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist5555 66279EdistEdistEdistEdistEdist5656GdistGdistEdist, GdistYESEdist, GdistEdist, Gdist5757 70030EdistEdistEdistEdistEdist5858 73995EdistEdistEdistEdistEdist5959 76556Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist6060Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist6161 152964 EEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist6262 152088 GEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist6363 156234-GGdistGdistGdistGdistGdist6464EdistEdistEdistEdistEdist6565 154030 EEdistEdistEdistEdistEdist6666 68681NoneNoneNoneNoneGdistYES6767 68060Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist6868 64957AGdistEdist, GdistYESEdist, GdistEdist, GdistEdist, Gdist6969 64957AEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist7070 64957AGdistEdist, GdistYESEdist, GdistEdist, GdistEdist, Gdist7171 78676NoneNoneNoneNoneNone7272 156235 GGdistGdistGdistEdist, GdistYESEdist, Gdist7373 83543Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist7474 81411-AEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist7575 81412-AEdist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist7676 84927NoneNoneNoneGdistYESGdist7777 84948Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist7878 88380NoneNoneEdistYESEdistEdist, GdistYES7979 88380Edist, GdistEdist, GdistEdist, GdistEdist, GdistEdist, Gdist8080 88380EdistEdistEdist, GdistYESEdist, GdistEdist, Gdist8181Edist, Gdist, GtranEdist, Gdist, GtranEdist, Gdist, GtranEdist, Gdist, GtranEdist, Gdist, GtranExhibit 5B: Boulder and Public Service acknowledge that there may be other Public Service easements or other property rights associated with assets outside substations that Boulder is authorized to acquire that have not yet been identified by the City and Public Service, including but not limited to recorded and non-recorded easements, prescriptive and other common law easements, easements created by plats, tariffs, licenses, and rights granted or reserved by other instruments or otherwise existing. Inclusion on the spreadsheets is not evidence of agreement regarding ownership of the property interests by PSCo.WARNING: If printed, it is estimated that the list of property interests would use 23 pages of letter size paper.5B Boulder Page1Exhibit B to Proposed Ordinance 8302Item 5A - Acquisition of Xcel Property InterestsCity Council Meeting Page 400 of 553