Control Number : Item Number : 103. Addendum StartPage : 0

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Control Number : 43695

Item Number : 103

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SOAH DOCKET NO. 473-15-1556 _{^ ,....;} PUC DOCKET NO. 43695

5 X" -1 12 P"tl' 4: 35

APPLICATION OF SOUTHWESTERN § BEFORE THE STATE OFFIe^

PUBLIC SERVICE COMPANY FOR

AUTHORITY TO CHANGE RATES § OF i- ILl;""

ADMINISTRATIVE HEARINGS PIONEER NATURAL RESOURCES USA, INC. PROTECTIVE ORDER CERTIFICATE

AND NON-DISCLOSURE AGREEMENT FORMS TO THE HONORABLE ADMINISTRATIVE LAW JUDGE:

Pioneer Natural Resources USA, Inc. ("Pioneer") hereby files the attached protective order certificate and non-disclosure agreement forms in the referenced docket

Respectfully submitted,

James Z. Brazell

State Bar No. 0293 0100

LAW OFFICE OF JAMES Z. BRAZELL 100 Congress Avenue, Suite 2000

Austin, Texas 78701 (512) 370-5222 (512) 370-5223 FAX jbrazell@brazelllaw.com

ATTORNEY FOR PIONEER NATURAL RESOURCES USA, INC.

CERTIFICATE OF SERVICE

I, James Z. Brazell, Attorney for Pioneer Natural Resources USA, Inc., hereby certify that a true and correct copy of this document was served on all parties on the 12th day of January, 2015 by hand delivery, facsimile, e-mail, electronic service, or U.S. Mail.

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ATTACHMENT A Protective Order Certification

I certify my understanding that the Protected Materials are provided to me pursuant to the terms and restrictions of the Protective Order in this docket and that I have received a copy of it and have read the Protective Order and agree to be bound by it. I understand that the contents of the Protected Materials, any notes, memoranda, or any other form of information regarding or derived from the Protected Materials shall not be disclosed to anyone other than in accordance with the Protective Order and, unless I am an employee of the Commission or OPUC, shall be used only for the purpose of the proceeding in Docket No. 43695. 1 acknowledge that the obligations imposed by this certification are pursuant to such Protective Order. _Provided, however, if the information contained in the Protected Materials is obtained from independent public sources, the understanding stated here shall not apply.

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Br an L. Clark Printed Name

Pioneer Natural Resources USA, Inc.__ .^. Party Represented

January P-, 2014 Date

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I certify that I am eligible to have access to Highly Sensitive Protected Material under the terms of the Protective Order in this docket.

---Si ature _{Party Represented}Pioneer Natural Resources USA, Inc.

B an L. Clark

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ACKNOWLEDGEMENT CONCERNING NONDISCLOSURE AGREEMENT MANAGEMENT APPLICATIONS CONSULTING, INC.

ELECTRIC COST-OF-SERVICE SOFTWARE

Program Names _{Electric Cost-of-Service Model}

Date/Version _{December 3. 2014/SPS COS Model}

PLEASE REVIEW THIS ACKNOWLEDGEMENT WITH COUNSEL FOR THE PARTY YOU REPRESENT

You are hereby notified that Management Applications Consulting, Inc. (MAC) and Southwestern Public Service Company (SPS) assert that the electric cost-of-service software (Software) provided to you on a CD is proprietary software containing confidential trade secrets, that it is the sole and exclusive property of MAC, and that it is being provided for limited use in connection with the rate proceeding described below. This Software has been licensed for use by SPS under a licensing agreement. You will receive the working version of this Software only for your use and only for the purpose of analysis connected with the rate filing made on December 8, 2014 with the Public Utility Commission of Texas (Commission) and the municipalities in SPS's service area. The proceeding has been designated at the Commission as Docket No. 43695.

All documents and information furnished shall be referred to as "PROTECTED MATERIALS" under the Protective Order entered in Docket No. 43695. Unless ordered by a court or tribunal with jurisdiction over the rate proceeding, the Software shall not be filed in an unprotected, working native format in the public files of any local, state, or federal agency. If you are employed by or are a consultant to a governmental entity subject to the Texas Public Information Act (TPIA), then in the event you receive a request that the Software be disclosed under the TPIA, you will notify MAC and SPS immediately so that they may pursue legal remedies to protect the confidentiality of the Software, but you may furnish a copy of the Software to the Open Records Division at the Office of the Texas Attorney General together with a copy of this Nondisclosure Agreement. _{The Software shall remain confidential until the} exhaustion of all legal remedies.

Except as described below, under no circumstances may you use this Software in connection with another proceeding, or for the benefit of a party other than a party to Docket No. 43695 or a party to one of the proceedings filed on December 8, 2014 with the municipalities in SPS's service area. _{You are permitted to distribute a working version of the Software to any} person working under your direction for the purposes of analysis of this docket, but such person shall be informed of, and be subject to, the terms of this Acknowledgement.

The delivery of this Software is subject to limitations of warranty specified in the license agreement(s) between MAC and SPS.

Other than archive files, no copies of the Software shall be retained by the signatory of this Acknowledgement or its representatives, and all copies of this cost-of-service Software shall be deleted from hard drives, file servers, and storage medium upon the entry of a final order in

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Docket No. 43695; provided however, that if the final order in Docket No. 43695 is appealed by any party, the signatory may continue to have access to the Software during the pendency of the appeal and any remand to the Commission. If the Software has an expiration date that precedes the conclusion of the appeals and remand, the signatory may request that SPS or MAC extend the expiration date to enable the signatory to use the Software in any remand to the Commission. The archive files may only be used to analyze differences in the next SPS rate proceeding, but shall not be used as the model for a cost of service in a subsequent proceeding involving SPS or any other entity.

A COPY OF THIS NOTICE HAS BEEN RECEIVED, READ, AND SIGNED BY THE UNDERSIGNED PRIOR TO RECEIPT OF THIS SOFTWARE.

Signature: ^ ryan L. Clark Title: Associate General Counsel

Company: _{Pioneer Natural Resources USA, Inc.}

Party Represented: _{pioneer Nat, al Resnnr pc USA Inc.}

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I certify my understanding that the Protected Materials are provided to me pursuant to the terms and restrictions of the Protective Order in this docket and that I have received a copy of it and have read the Protective Order and agree to be bound by it. I understand that the contents of the Protected Materials, any notes, memoranda, or any other form of information regarding or derived from the Protected Materials shall not be disclosed to anyone other than in accordance with the Protective Order and, unless I am an employee of the Commission or OPUC, shall be used only for the purpose of the proceeding in Docket No. 43695. I acknowledge that the obligations imposed by this certification are pursuant to such Protective Order. _Provided, however, if the information contained in the Protected Materials is obtained from independent public sources, the understanding stated here shall not apply.

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Pioneer Natural Resources USA, Inc.

Signature _{Party Represented}

James Z. Brazell Printed Name

January 8, 2014 Date

I certify that I am eligible to have access to Highly Sensitive Protected Material under the terms of the Protective Order in this docket.

Signature

James Z. Brazell Printed Name

Pioneer Natural Resources USA, Inc. Party Represented

January 8, 2014 Date

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Program Names _{Electric Cost-of-Service Model}

Date/Version _{December 3, 2014/SPS COS Model}

All documents and information furnished shall be referred to as "PROTECTED MATERIALS" under the Protective Order entered in Docket No. 43695. Unless ordered by a court or tribunal with jurisdiction over the rate proceeding, the Software shall not be filed in an unprotected, working native format in the public files of any local, state, or federal agency. If you are employed by or are a consultant to a governmental entity subject to the Texas Public Information Act (TPIA), then in the event you receive a request that the Software be disclosed under the TPIA, you will notify MAC and SPS immediately so that they may pursue legal remedies to protect the confidentiality of the Software, but you may furnish a copy of the Software to the Open Records Division at the Office of the Texas Attorney General together with a copy of this Nondisclosure Agreement. _{The Software shall remain confidential until the} exhaustion of all legal remedies.

The delivery of this Software is subject to limitations of warranty specified in the license agreement(s) between MAC and SPS.

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Signature:

Title: Counsel

Company: law (lfficP nf TamPg 7$ra7.ell

Party Represented: _{Pioneer Natural Resources USA Inc.}

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I certify my understanding that the Protected Materials are provided to me pursuant to the terms and restrictions of the Protective Order in this docket and that I have received a copy of it and have read the Protective Order and agree to be bound by it. I understand that the contents of the Protected Materials, any notes, memoranda, or any other form of information regarding or derived from the Protected Materials shall not be disclosed to anyone other than in accordance with the Protective Order and, unless I am an employee of the Commission or OPUC, shall be used only for the purpose of the proceeding in Docket No. 43695. I acknowledge that the obligations imposed by this certification are pursuant to such Protective Order. Provided, however, if the information contained in the Protected Materials is obtained from independent public sources, the understanding stated here shall not apply.

Signature

Karl J. Nalepa Printed Name

January 2015 Date

aqA'^A-V^

Signature

Karl J. Nalepa Printed Name

January Is, 2015 Date

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ELECTRIC COST-OF-SERVICE SOFTWARE Program Names

Electric Cost-of-Service Model Date/Version _{December 3, 2014/SPS COS Model}

The delivery of this Software is subject to limitations of warranty specified in the license agreement(s) between MAC and SPS.

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Docket No. 43695; provided however, that if the final order in Docket No. 43695 is appealed by any party, the signatory may continue to have access to the Software during the pendency of the appeal and any remand to. the Commission. If the Software has an expiration date that precedes the conclusion of the appeals and remand, the signatory may request that SPS or MAC extend the expiration date to enable the signatory to use the Software in any remand to the Commission. The archive files may only be used to analyze differences in the next SPS rate proceeding, but shall not be used as the model for a cost of service in a subsequent proceeding involving SPS or any other entity.

Signature:

& 4^Ka alt pa Title: President and Managing Director

Company: ReSolved Energy Consulting, LLC

Party Represented: Pioneer Natural Resources USA, Inc.

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I certify my understanding that the Protected Materials are provided to me pursuant to the terms and restrictions of the Protective Order in this docket and that I have received a copy of it and have read the Protective Order and agree to be bound by it. I understand that the contents of the Protected Materials, any notes, memoranda, or any other form of information regarding or derived from the Protected Materials shall not be disclosed to anyone other than in accordance with the Protective Order and, unless I am an employee of the Commission or OPUC, shall be used only for the purpose of the proceeding in Docket No. 43695

obligations imposed by this certification are pursuant to such Protective Order

Provided

however, if the information contained in the Protected Materials is obtained from independent public sources, the understanding stated here shall not apply.

Signature Pioneer Natural Resources USA, Inc.

Party Represented

Robert J. Stemper

Printed Name January 8 ,2015

Date

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Signature Pioneer Natural Resources USA, Inc.

Party Represented

Robert J. Stemper

Printed Name January 8 , 2015

Date

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Program Names _{Electric Cost-of-Service Model} Date/Version _{December 3, 2014/SPS COS Model}

The delivery of this Software is subject to limitations of warranty specified in the license agreement(s) between MAC and SPS.

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Signature:

Ro rt J. Stem r Title: _{Senior Management Consultant}

Company: ReSolved Energy Consulting, LLC

Party Represented: _{Pioneer Natural Resources USA, Inc.}