Hawkeye Land Company v. Iowa Utilities Board ( 2014 )


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  •               IN THE SUPREME COURT OF IOWA
    No. 13–0146
    Filed May 23, 2014
    HAWKEYE LAND COMPANY,
    Appellant,
    vs.
    IOWA UTILITIES BOARD,
    Appellee.
    Appeal from the Iowa District Court for Linn County, Nancy A.
    Baumgartner, Judge.
    Property owner appeals district court judgment affirming decision
    of Iowa Utilities Board allowing independent transmission company to
    use pay-and-go procedure of Iowa Code section 476.27, the railroad-
    crossing statute. REVERSED.
    Jon M. McCright of Lynch Dallas, P.C., Cedar Rapids, and
    Andrew C. Potter, Cedar Rapids, for appellant.
    David J. Lynch, General Counsel, and Cecil I. Wright II, Assistant
    General Counsel, Des Moines, for appellee Iowa Utilities Board.
    Mark R. Schuling, John S. Long, and Ronald C. Polle, Des Moines,
    for appellee Office of Consumer Advocate.
    Theresa C. Davis and Nancy J. Penner of Shuttleworth & Ingersoll,
    P.L.C., Cedar Rapids, for appellee ITC Midwest LLC.
    2
    Dennis L. Puckett and Benjamin M. Clark of Sullivan & Ward,
    P.C., West Des Moines; Robert P. Jared, Davenport; Julie A. Smith,
    Johnston; and Danielle K. Dixon Smid, Des Moines, for appellees Iowa
    Association of Electric Cooperatives, MidAmerican Energy Company,
    Interstate Power and Light Company, and Iowa Association of Municipal
    Utilities & Iowa Rural Water Association.
    Mark Godwin, Des Moines, for appellee City of Des Moines and
    Des Moines Metropolitan Wastewater Reclamation.
    3
    WATERMAN, Justice.
    This appeal presents questions of first impression on the
    interpretation and constitutionality of the railroad-crossing statute, Iowa
    Code section 476.27 (2009). This statute was enacted to facilitate public
    utility crossings over railroad tracks.    It authorizes a “pay-and-go”
    procedure with a legislatively predetermined $750 standard crossing fee
    the utility pays to the owner of the railroad right-of-way.      The Iowa
    Utilities Board (IUB) allowed an independent transmission company, ITC
    Midwest, to use this statute to run electrical power lines across a
    railroad at three locations—over the objection of the owner of the
    railroad-crossing easement. That owner, Hawkeye Land Company, does
    not own or operate a railroad, but owns the right to sell easements
    across active railroad tracks. An administrative law judge (ALJ) upheld
    the use of the pay-and-go procedure and denied compensation beyond
    the $750 per crossing. IUB, asserting interpretive authority over section
    476.27, reached the same conclusions in its final decision, and the
    district court affirmed on judicial review. We retained Hawkeye Land’s
    appeal.
    Hawkeye Land contends the crossing statute does not apply to it or
    to ITC Midwest, because it is not a “railroad” and ITC Midwest is not a
    “public utility” within the meaning of the statute.        Hawkeye Land
    alternatively argues $750 is not just compensation for crossing its
    easement, and the pay-and-go procedure is unconstitutional under the
    takings clause of article I, section 18 of the Iowa Constitution. Hawkeye
    Land claims its similar easement sales show just compensation for each
    crossing is $30,000, and it also seeks to recover attorney fees, costs, and
    expenses denied by IUB.
    4
    For the reasons explained below, we determine that IUB lacks
    interpretive authority over the terms of the crossing statute.      We hold
    section 476.27 applies to Hawkeye Land but that ITC Midwest, as an
    independent transmission company, is not a public utility allowed to use
    the pay-and-go procedure.     We therefore reverse the judgment of the
    district court and decision of IUB. Because we resolve the appeal on the
    statutory ground, we do not reach the constitutional issue or remaining
    claims.
    I. Background Facts and Proceedings.
    A. The History and Purpose of the Crossing Statute. We begin
    with a review of the events that led to the passage of Iowa Code section
    476.27, to provide context for the issues we decide today. In 2000, the
    Iowa Senate issued a concurrent resolution “relating to a study of the
    issues involving railroad rights-of-way crossings by utilities.”     S. Con.
    Res. 119, 78th G.A. (Iowa 2000).         Senate Concurrent Resolution 119
    proposed that representatives from Iowa utilities—including electricity,
    natural gas, telephone service, and rural water service—meet with
    railroad representatives to consider legislative solutions that might
    “resolve legal and practical problems and differences of opinion” between
    the parties. Id. IUB was to facilitate the meetings. Id.
    The problems referred to in the resolution related to the
    requirements utilities had to fulfill in order to secure a railroad crossing
    and the fees railroads charged utilities for crossings. The utilities were
    dissatisfied with the complexity of the application process and the time it
    took to obtain permission to cross railroad tracks.        The utilities also
    complained that the railroads charged excessive fees for crossings. The
    utilities proposed a pay-and-go system under which utilities could notify
    a railroad of a desired crossing, pay a one-time fee, and then move
    5
    forward with construction—without awaiting individual review and
    approval by the railroads.   The railroads sought to ensure that utility
    crossings would be safe and would not create liability for the railroads.
    The railroads also advocated for their right, as property owners, to set
    their own fees for railroad crossings.   Legislators had introduced and
    considered bills in the house and senate relating to these issues, and the
    resolution sought additional input from the interested parties. Id.
    Hawkeye Land was actively involved in the resulting discussions.
    Hawkeye Land owns the right to grant easements along more than two
    thousand miles of Iowa railroad track, but does not own the railroad
    track itself. It purchased this property right in 1985, during bankruptcy
    proceedings for the Chicago, Rock Island and Pacific Railroad.        The
    bankruptcy trustee separated ownership of the physical railroad tracks
    from the right to grant easements along and across the tracks.        The
    Union Pacific Railroad Company now owns the railroad tracks used by
    its freight trains. Hawkeye Land has never owned or managed a railroad.
    Hawkeye Land wrote a letter to IUB in August 2000 presenting its
    position on railroad-crossing issues. Hawkeye Land noted that easement
    fees were the company’s revenue source and commented: “Hawkeye
    incurs costs in generating those easements and when one considers the
    lack of regard for a recorded document and the exposure that Hawkeye
    incurs because of this ignorance, overall the revenue does not match the
    risk.” Hawkeye Land offered to meet with IUB and the other parties to
    discuss crossing issues.
    Both the railroads and the utilities acknowledged Hawkeye Land as
    an interested party.   The Iowa Utility Association pointed to Hawkeye
    Land as a source of the problems they identified; namely, that Hawkeye
    Land’s crossing application process took too long and it charged
    6
    exorbitant fees.   The railroads summarized the progress the railroads
    and utilities had made in negotiations.      Under the topic of “Absentee
    Managers/Land Management Companies,” the railroads commented
    “Hawkeye is a unique situation that the Railroads are powerless to
    address, but it appears that Hawkeye is at the table and will participate
    in resolving the issues.”
    In a report to Iowa legislators on October 31, 2000, IUB
    summarized the positions of the stakeholders who had provided input:
    (1) the utilities, (2) the railroads, and (3) Hawkeye Land. IUB described
    Hawkeye Land’s position as follows:
    In 1985 Hawkeye purchased the right to grant utility
    easements along the former Chicago, Rock Island and Pacific
    Railroad corridor and, as such, became a third party to the
    discussions. Hawkeye stated it is a party with a verified,
    recorded interest in the property and that it incurs certain
    costs associated with the easements. It was supportive of
    meeting to begin resolution of the issues.
    The parties met several more times in 2001, with the goal of
    adopting a “master crossing agreement” to govern all of the interested
    parties.   The meetings were productive, with the parties reaching
    agreement on most issues.        Significantly, the railroads agreed to the
    adoption of a standardized pay-and-go crossing procedure. The parties,
    however, reached an impasse on the issues of insurance, indemnity, and
    compensation for crossings. Consequently, the parties failed to adopt a
    master agreement.           IUB reported in January 2001, “It is our
    understanding that the utilities may now work for legislation on crossing
    issues.”
    Indeed, a bill “providing for the crossing of railroad rights-of-way
    by public utilities” was introduced that year and enacted into law.
    S.F. 515, 79th G.A., Reg. Sess. (Iowa 2001); 2001 Iowa Acts ch. 138
    7
    (codified at Iowa Code § 476.27). The legislation created the framework
    for a pay-and-go process and empowered IUB to adopt rules prescribing
    the terms and conditions for a crossing.     Iowa Code § 476.27(2).       The
    administrative   regulations   governing   crossing    are   found   in   Iowa
    Administrative Code rule 199—42. Pursuant to section 476.27 and its
    related regulations, a public utility can erect a crossing over a railroad
    right-of-way by submitting a notification of intent to construct and
    paying a one-time standard crossing fee of $750 for each crossing. See
    Iowa Code § 476.27 (defining relevant terms and setting forth governing
    rules); Iowa Admin. Code r. 199—42.3 (detailing notice procedures). A
    railroad can petition IUB for additional compensation if “special
    circumstances” exist.   Iowa Code § 476.27(4).        A party who disagrees
    with IUB’s determination of damages may appeal to the district court. Id.
    § 476.27(5)(a) (noting the appeal is governed by the general eminent
    domain procedures in Iowa Code sections 6B.18 and 6B.21 through .23).
    ITC Midwest was not involved in the discussions that led to the
    passage of section 476.27, nor were any other independent transmission
    companies.   The Federal Energy Regulatory Commission (FERC) had
    authorized the creation of independent transmission companies in 1996,
    but no independent transmission company was operating in Iowa in
    2001. See generally New York v. FERC, 
    535 U.S. 1
    , 
    122 S. Ct. 1012
    , 
    152 L. Ed. 2d 47
     (2002) (reviewing the evolution of federal energy regulation,
    discussing the impact of FERC Order 888, and upholding federal
    regulation of independent transmission companies). Historically, public
    utility companies were vertically integrated and maintained their own
    transmission assets. Id. at 5, 122 S. Ct. at 1016–17, 152 L. Ed. 2d at 55.
    The 1996 FERC action allowed utility companies to unbundle their rates
    with regard to wholesale generation, transmission, and ancillary services.
    8
    Id. at 11, 122 S. Ct. at 1019–20, 152 L. Ed. 2d at 58.                 The Iowa
    legislature acknowledged the creation of independent transmission
    companies in 2003 when it enacted Iowa Code section 390.8, entitled
    “Equity investment in independent transmission company.” 2003 Iowa
    Acts ch. 116, § 1 (codified at Iowa Code § 390.8).       That section allows
    “any city operating a city electric utility [to] enter into agreements with
    and acquire equity interests in independent transmission companies.”
    Id.
    IUB recognized ITC Midwest as an independent transmission
    company in 2007.       That year, IUB gave ITC Midwest its approval to
    purchase the electric transmission assets of Interstate Power and Light
    Company (IPL). See Interstate Power & Light Co., Iowa Utils. Bd. Docket
    No.   SPU–07–11,      at       84–85   (Sept.   20,   2007),   available     at
    http://www.state.ia.us/government/com/util/docs/orders/2007/0920_
    SPU0711.pdf.     At that time, ITC Holdings, ITC Midwest’s corporate
    parent, was “the only, publicly traded company engaged exclusively in
    transmission in the United States.” Id. at 2. Independent transmission
    companies are federally—not state—regulated.          Id. at 58–59.     Because
    independent transmission companies are regulated by FERC, IUB’s
    decision in 2007 to allow the sale of IPL’s transmission assets to ITC
    Midwest deprived IUB of jurisdiction over those assets.          Id.    As IUB
    explained then, “FERC will affirmatively exercise jurisdiction over ITC
    Midwest’s transmission charges to IPL’s retail customers because those
    transmission charges will no longer be part of a vertically integrated
    utility’s bundled rate.” Id.
    IUB acknowledged that it lacked jurisdiction over ITC Midwest
    under Iowa Code chapter 476 because ITC Midwest is not a public utility,
    but noted chapter 478 gives IUB jurisdiction over electric transmission
    9
    lines. Id. at 59; see also Iowa Code § 478.18(1) (“The utilities board shall
    have power of supervision over the construction of a transmission line
    and over its future operation and maintenance.”); id. § 478.12 (providing
    that any person who owns, obtains, or operates a transmission line is
    deemed “to have consented to such reasonable regulation as the utilities
    board may, from time to time, prescribe”). One IUB member dissented,
    citing concerns “that the Board will have reduced ability to directly
    influence transmission issues because of the loss of rate regulation
    authority.” Id. at 89. The dissenter also noted “this Board is perceived
    as being more accessible than FERC.” The debate over IUB’s jurisdiction
    over    independent      transmission      companies       in   that   administrative
    proceeding foreshadows the fighting issue today: whether ITC Midwest is
    a “public utility” as defined in the crossing statute. 1 Id.
    1Twenty-four parties intervened in the 2007 action. Interstate Power & Light Co.,
    Iowa Utils. Bd. Docket No. SPU–07–11, at 3.           The majority were other energy
    companies. Id. Most objected to the sale to ITC Midwest. Id. at 11–14. Several objected
    that the sale would diminish IUB’s ability to protect the interests of Iowa consumers.
    Id. Many predicted that the cost of transmitting electricity would increase, resulting in
    higher prices for Iowa consumers. Id. As the Municipal Coalition—which represented
    the Iowa Association of Municipal Utilities, Midwest Municipal Transmission Group,
    Missouri River Energy Services, and Wisconsin Public Power, Inc.—explained,
    [IUB] will have no choice but to pass FERC rates through to retail
    ratepayers, even if [IUB] disagrees with the high returns allowed by the
    FERC formula. . . . [A]ny protests to the rate would have to be at FERC,
    where the burden is on those protesting the rate; in Iowa, the burden is
    on the utility to prove the rate is just and reasonable.
    Id. at 55.
    IUB approved the sale because it concluded the “substantial” benefits of the sale
    outweighed these costs. Id. at 81–82. IUB concluded that the sale would “most likely
    . . . have a negative net present value to ratepayers. . . . [I]t is likely that the
    transmission component of IPL’s retail rates will be slightly higher as a result of this
    transaction, if approved.” Id. at 47. But, emphasizing the importance of transmission
    investment, IUB concluded “ITC Midwest is better positioned than IPL to move forward
    on new transmission projects, in part because ITC Midwest is a transmission-only
    company and will not have to compete for investment with other business units, such
    as generation and distribution.” Id. at 81–82. IUB predicted that these investments
    would have positive impacts on prices for all electricity users. Id. at 82. IUB further
    stated:
    10
    B. The Dispute Between ITC Midwest and Hawkeye Land.
    Against this backdrop, we now turn to the present dispute. In the spring
    of 2009, ITC Midwest sought to erect three power line crossings that
    would intersect railroad tracks owned and operated by Union Pacific in
    Franklin County.         Hawkeye Land owns the right to grant easements
    along those railroad tracks, subject to Union Pacific’s approval.                    ITC
    Midwest complied with the procedures set forth in Iowa Code section
    476.27 and Iowa Administrative Code chapter 199—42.                      ITC Midwest
    first obtained permission for the crossings from IUB. The company then
    sent engineering drawings to Union Pacific, which approved the crossing
    plans.     After receiving this approval, ITC Midwest sent Hawkeye Land
    three $750 statutory payments and notification of the planned crossing
    construction.        Hawkeye Land refused the tendered payments.                     ITC
    Midwest, nevertheless, proceeded to construct the three crossings as
    permitted by the pay-and-go procedure of section 476.27.
    On August 7, 2009, Hawkeye Land filed a formal complaint with
    IUB regarding these three crossings. Hawkeye Land’s complaint alleged:
    (1) IUB did not have jurisdiction over Hawkeye Land because Hawkeye
    Land is not a “railroad” or “railroad corporation” as defined in Iowa Code
    section 476.27; (2) $750 was inadequate compensation for each of the
    crossings ITC Midwest constructed and special circumstances existed
    _________________________
    One of the most significant benefits is that the transmission
    system will be under the control of an independent operator. An
    independent operator has no motive to discriminate in favor of or against
    any transmission system user, because the independent transmission
    operator is not a market participant.         This should benefit small
    producers, renewable energy, and other wholesale users of the
    transmission system.      The ratepayer and public benefits of this
    transaction far outweigh the upfront costs to Iowa ratepayers.
    Id. at 82. IUB’s analysis highlights the difference between independent transmission
    companies and traditional public utilities that are vertically integrated with their own
    transmission assets.
    11
    justifying a higher fee; and (3) the statutorily prescribed one-time fee of
    $750 “is an unlawful and an unjust and unreasonable taking and
    therefore the public utility must use its condemnation rights and
    procedures.” IUB assigned the complaint to an ALJ who conducted an
    evidentiary hearing.     Hawkeye Land introduced evidence of other
    easement sales to support its claim that $30,000 was just compensation
    for each crossing. The following parties intervened in the administrative
    proceedings: The Iowa Association of Electric Cooperatives, the Iowa
    Association of Municipal Utilities, IPL, MidAmerican Energy Company,
    Black Hills Energy, NextEra Energy Resources, the Iowa Rural Water
    Association, the City of Des Moines, the Des Moines Metropolitan
    Wastewater Reclamation Authority, and the Consumer Advocate of the
    Iowa Department of Justice.
    On October 14, 2010, the ALJ issued a proposed decision that
    rejected Hawkeye Land’s claims.      The ALJ denied Hawkeye Land any
    relief above the $750 per crossing fee because it concluded there was
    “nothing unusual” about the crossings. The ALJ described the crossings:
    Each of the three crossings in this case consists of
    four wires running across the railroad right-of-way. There
    are no poles in the right-of-way. The evidence shows that
    each crossing involves a standard 161 kV transmission line.
    At the most, the utility requires 10 feet on either side of each
    line to accommodate sway, for a total maximum width of
    each crossing where the lines exist of 20 feet.
    The ALJ concluded the three crossings did not interfere with the
    construction of longitudinal easements and, therefore, did not lessen the
    value of Hawkeye Land’s property interest.
    Hawkeye Land appealed the proposed decision to IUB. Hawkeye
    Land contended: the ALJ erred (1) in finding the crossing statute applies
    to Hawkeye Land’s property interest; (2) by declining to award Hawkeye
    12
    Land more than $750 for each crossing; and (3) by declining to award
    Hawkeye Land fees and litigation expenses. IUB broadened the scope of
    the issues to include the question of whether ITC Midwest is a “public
    utility” as defined by Iowa Code section 476.27, and the parties filed
    supplemental briefing on this issue.
    On September 20, 2011, after considering the positions of
    Hawkeye Land, ITC Midwest, and the intervenors, IUB issued a final
    order. IUB first concluded it has interpretive authority over Iowa Code
    section 476.27.      “In the exercise of [that] discretion,” IUB ruled ITC
    Midwest is entitled to use the pay-and-go procedure of Iowa Code section
    476.27.    IUB acknowledged that ITC Midwest does not meet the
    definition of “public utility” because it is an independent transmission
    company. IUB noted ITC Midwest had, in fact, previously resisted being
    classified as a public utility for purposes of state regulation. Yet, IUB
    concluded the legislature intended section 476.27 to cover companies
    that, like ITC Midwest, carry electricity “primarily, if not exclusively” for
    public utilities.    IUB next ruled Hawkeye Land is subject to section
    476.27 because it is a “railroad corporation’s successor in interest,” and
    it owns an “interest in real estate” that is occupied or managed by or on
    behalf of a railroad corporation. IUB ruled $750 was just compensation
    for each of the three Franklin County crossings because the crossings
    were standard and no special circumstances existed.            Finally, IUB
    declined to award Hawkeye Land attorney fees and litigation expenses.
    Hawkeye Land filed two appeals from IUB’s ruling.              Section
    476.27(5)(a) states an appeal regarding IUB’s damage determination may
    be appealed “to the district court in the same manner as provided in
    section 6B.18 and sections 6B.21 through 6B.23.”                Iowa Code
    § 476.27(5)(a).     In turn, Iowa Code section 476.27(5)(b) provides: “An
    13
    appeal of any determination of the board other than the issues of
    damages for rights granted to a public utility shall be pursuant to
    chapter 17A.” Accordingly, Hawkeye Land’s first appeal to the district
    court challenged IUB’s refusal to award damages beyond the $750
    crossing fees, pursuant to chapter 6B, the general condemnation statute.
    This action was stayed by the district court.                  In a separate action,
    Hawkeye Land appealed IUB’s other rulings to the district court
    pursuant to chapter 17A and again challenged the $750 fee authorized
    by section 476.27 as an unconstitutional taking.                     On December 31,
    2011, the district court affirmed IUB’s rulings and rejected Hawkeye
    Land’s constitutional argument.               Hawkeye Land appealed, and we
    retained the appeal. Hawkeye Land, ITC Midwest, IUB, the Consumer
    Advocate, and seven intervenors filed appellate briefs on the merits. 2
    II. Scope of Review.
    The crossing statute provides that judicial review of IUB’s rulings
    on all issues other than the amount of damages “shall be pursuant to
    chapter 17A.” Id. § 476.27(5)(b). Iowa Code section 17A.19(10) governs
    judicial review of an agency ruling. See Iowa Med. Soc’y v. Iowa Bd. of
    Nursing, 
    831 N.W.2d 826
    , 838 (Iowa 2013). The district court reviews
    the agency’s decision in an appellate capacity. Id. In turn, “ ‘[w]e review
    the district court’s decision to determine whether it correctly applied the
    law.’ ” Id. (quoting City of Sioux City v. GME, Ltd., 
    584 N.W.2d 322
    , 324
    (Iowa 1998)).        “We must apply the standards set forth in section
    17A.19(10) and determine whether our application of those standards
    2A  joint brief was filed on behalf of the following intervenors: Iowa Association of
    Electric Cooperatives, Iowa Association of Municipal Utilities, Iowa Rural Water
    Association, MidAmerican Energy Company, and IPL. Two other intervenors, the City of
    Des Moines and the Des Moines Metropolitan Wastewater Reclamation Authority, joined
    the briefs of all the appellees.
    14
    produce[s] the same result as reached by the district court.”          Auen v.
    Alcoholic Beverages Div., 
    679 N.W.2d 586
    , 589 (Iowa 2004). “The burden
    of demonstrating the . . . invalidity of agency action is on the party
    asserting invalidity.” Iowa Code § 17A.19(8)(a).
    A threshold question is the deference owed to IUB’s interpretation
    of the crossing statute. If the legislature has clearly vested the agency
    with authority to interpret the relevant statute, we give deference and
    reverse only if the agency’s interpretation is “irrational, illogical, or wholly
    unjustifiable.” Id. § 17A.19(10)(l); see, e.g., Iowa Med. Soc’y, 831 N.W.2d
    at 838 (concluding “[t]he legislature has clearly vested the nursing board
    with rulemaking and interpretive authority for Iowa Code chapter 152”).
    If the agency lacks interpretive authority, “we review for erroneous
    interpretations of law.” Iowa Dental Ass’n v. Iowa Ins. Div., 
    831 N.W.2d 138
    , 142–43 (Iowa 2013) (citing Iowa Code § 17A.19(10)(c)). In Renda v.
    Iowa Civil Rights Commission, we noted, “The question of whether
    interpretive discretion has clearly been vested in an agency is easily
    resolved when the agency’s enabling statute explicitly addresses the
    issue.”    
    784 N.W.2d 8
    , 11 (Iowa 2010).       No provision in chapter 476,
    however, expressly gives IUB interpretive authority over the crossing
    statute.
    Resolution of this appeal turns on the meaning of terms in section
    476.27—specifically, “public utility” and “railroad corporation.” We must
    therefore determine if the legislature clearly vested IUB with authority to
    interpret these terms. See NextEra Energy Res. LLC v. Iowa Utils. Bd.,
    
    815 N.W.2d 30
    , 36–37 (Iowa 2012). The focus of our inquiry is narrow—
    we must decide only if IUB has been vested with the authority to define
    the disputed terms in Iowa Code section 476.27.           See, e.g., id. at 37
    (“[W]e must determine whether the general assembly explicitly vested the
    15
    Board with the authority to interpret specific terms in chapter 476.”
    (Emphasis added.)); Renda, 784 N.W.2d at 12 (“It is conceivable that the
    legislature intends an agency to interpret certain phrases or provisions of
    a statute, but not others.”). To conclude that IUB is clearly vested with
    the authority to interpret the disputed terms, we
    “must have a firm conviction from reviewing the precise
    language of the statute, its context, the purpose of the
    statute, and the practical considerations involved, that the
    legislature actually intended (or would have intended had it
    thought about the question) to delegate to the agency
    interpretive power with the binding force of law over the
    elaboration of the provision in question.”
    Renda, 784 N.W.2d at 11 (quoting Arthur E. Bonfield, Amendments to
    Iowa Administrative Procedure Act, Report on Selected Provisions to Iowa
    State Bar Association and Iowa State Government 63 (1998)).
    Our caselaw analyzing whether IUB has interpretive authority
    illustrates that this issue is “not conducive to the development of bright-
    line rules.” Id. at 12. In cases involving section 476.103, we have held
    the legislature clearly vested IUB with interpretive authority.        See
    Evercom Sys., Inc. v. Iowa Utils. Bd., 
    805 N.W.2d 758
    , 762–63 (Iowa
    2011); Office of Consumer Advocate v. Iowa Utils. Bd., 
    744 N.W.2d 640
    ,
    643 (Iowa 2008). We concluded in those cases that “[t]he legislature’s
    requirement [in section 476.103(3)] that the Board ‘adopt rules
    prohibiting an unauthorized change in telecommunication service’
    evidences a clear legislative intent to vest in [IUB] the interpretation of
    the unauthorized-change-in-service provisions in section 476.103.”
    Office of Consumer Advocate, 744 N.W.2d at 643. By contrast, in NextEra
    Energy, we concluded the legislature did not grant IUB interpretative
    authority over section 476.53(4)(c)(2). 815 N.W.2d at 38. We recognized
    16
    that section 476.2(1) grants IUB “broad general powers to carry out the
    purposes of chapter 476.” Id. at 37. But, we noted
    simply because the general assembly granted the Board
    broad general powers to carry out the purposes of chapter
    476 and granted it rulemaking authority does not
    necessarily indicate the legislature clearly vested authority in
    the Board to interpret all of chapter 476.
    Id. at 38. With no clear indication the legislature intended to vest IUB
    with interpretive authority over section 476.53(4)(c)(2), we reviewed IUB’s
    interpretation of that section for correction of errors at law. Id. These
    cases highlight the importance of focusing on the specific statutory terms
    interpreted by the agency.
    IUB’s authority under section 476.27 makes this case more like
    NextEra Energy, with IUB lacking interpretive authority over terms in the
    crossing statute. First, section 476.27(1) contains definitions of “public
    utility” and “railroad.” This is an obstacle to finding IUB has authority to
    interpret these terms.       See Sherwin-Williams Co. v. Iowa Dep’t of
    Revenue, 
    789 N.W.2d 417
    , 423–24 (Iowa 2010) (“The insurmountable
    obstacle to finding the department [of revenue] has authority to interpret
    the word ‘manufacturer’ in this context is the fact that this word has
    already been interpreted, i.e., explained, by the legislature through its
    enactment of a statutory definition.”).
    Second, the fact that section 476.27 delegates the state’s power of
    eminent domain has constitutional implications and therefore cuts
    against granting IUB broad interpretative authority over the crossing
    statute. See Hardy v. Grant Twp. Trs., 
    357 N.W.2d 623
    , 625 (Iowa 1984)
    (noting the “power of eminent domain is an attribute of sovereignty which
    may be delegated only by express authorization of the legislature”).
    Statutes that delegate the power of eminent domain “should be strictly
    17
    construed and restricted to their expression and intention.” Id. at 626.
    Moreover, “we review constitutional issues in agency proceedings
    de novo.” NextEra Energy, 815 N.W.2d at 44.
    Third, though section 476.27(2) empowers IUB to adopt rules
    “prescribing the terms and conditions for a crossing,” it requires IUB to
    do so “in consultation with” the Iowa Department of Transportation
    (IDOT).   Iowa Code § 476.27(2).   This indicates IUB does not have the
    exclusive authority to administer the crossing statute, but rather, shares
    decision making authority with IDOT. Cf. Iowa Med. Soc’y, 831 N.W.2d
    at 841 (“If the legislature had intended to give another agency or
    organization the power to determine recognition by the medical
    profession, it would have said so in this provision.”). Furthermore, “we
    have not concluded that a grant of mere rulemaking authority gives an
    agency the authority to interpret all statutory language.”     Renda, 784
    N.W.2d at 13.
    For these reasons, we hold IUB lacks interpretive authority as to
    the crossing statute. Accordingly, we review IUB’s interpretation of the
    disputed terms in section 476.27 for correction of errors at law.
    III. Analysis.
    Hawkeye Land raises several grounds for reversing the district
    court and IUB. First, Hawkeye Land asserts the crossing statute does
    not apply to it or to ITC Midwest. Second, Hawkeye Land alternatively
    argues the pay-and-go procedure of Iowa Code section 476.27 violates
    the takings clause of article I, section 18 of the Iowa Constitution.
    Hawkeye Land further argues it is entitled to attorney fees, appraisal
    costs, and direct expenses.   Because we conclude the crossing statute
    does not apply to ITC Midwest, we need not reach, and do not decide, the
    constitutional question.
    18
    An overview of the crossing statute facilitates our discussion of the
    sequence of the issues to be adjudicated. As noted, Iowa Code section
    476.27 creates a pay-and-go procedure by which public utilities can
    exercise eminent domain powers to get electricity across railroad tracks.
    Essentially, section 476.27 allows a public utility to circumvent the
    eminent domain proceedings required by Iowa Code chapter 6B and
    instead condemn the utility crossing by satisfying certain notification
    requirements and paying a standard crossing fee of $750.                 Iowa Code
    § 476.27(2)(b); Iowa Admin. Code r. 199—42.3(1) (requiring public utility
    to “submit to the railroad a notification of intent to construct, along with
    a specification exhibit that shows the location of the crossing and the
    railroad’s property, tracks, and wires that the public utility’s facilities will
    cross”).     A railroad or its successor in interest may petition IUB for
    additional compensation if special circumstances exist and can appeal
    IUB’s determination of damages to the district court.              Id. § 476.27(4),
    (5)(a).
    These procedures implicate article I, section 18 of the Iowa
    Constitution, which provides in pertinent part:
    Private property shall not be taken for public use
    without just compensation first being made, or secured to be
    made to the owner thereof, as soon as the damages shall be
    assessed by a jury, who shall not take into consideration any
    advantages that may result to said owner on account of the
    improvement for which it is taken.
    Iowa Const. art. I, § 18. 3 The power of eminent domain is a creature of
    statute, constitutionally limited by article I, section 18 for the protection
    of private property rights:
    3The
    Federal Takings Clause provides: “nor shall private property be taken for
    public use, without just compensation.” U.S. Const. amend. V.
    19
    “[A] party seeking to take land by eminent domain must first
    satisfy the court that it has been authorized by the
    legislature to exercise the power, that the statute purporting
    to grant such authority is constitutional, that the conditions
    exist under which it was provided that the authority might
    be exercised, and that the condemning party has complied
    with the requirements of the statute.”
    State v. Johann, 
    207 N.W.2d 21
    , 23–24 (Iowa 1973) (quoting 1 Julius L.
    Sackman, Nichols’ The Law of Eminent Domain § 4.101(2) (rev. 3d ed.
    1964) [hereinafter Nichols’]).   Hawkeye Land argues the pay-and-go
    procedure in the crossing statute is unconstitutional because (1) no jury
    or neutral fact finder determines the amount of just compensation; and
    (2) the property right is taken first by the condemner for a token $750
    payment, without security, and the burden shifts to the property owner
    to seek additional compensation after the taking has occurred.
    We first consider Hawkeye Land’s arguments that the crossing
    statute does not apply to it or ITC Midwest. Whether the statute applies
    turns on the definitions of several terms in section 476.27. If this case
    may be resolved on statutory grounds, we need not reach Hawkeye
    Land’s constitutional argument. See State v. Seering, 
    701 N.W.2d 655
    ,
    663 (Iowa 2005) (recognizing our “duty to avoid constitutional questions
    not necessary to the resolution of an appeal”); State v. Button, 
    622 N.W.2d 480
    , 485 (Iowa 2001) (“Ordinarily we will not pass upon
    constitutional arguments if there are other grounds on which to resolve
    the case.”).
    Iowa Code section 476.27 allows public utilities to use its pay-and-
    go procedure to cross railroad right-of-ways. Hawkeye Land argues it is
    not a “railroad” or “railroad corporation,” as defined by section
    476.27(1)(f), and ITC Midwest is not a “public utility,” as defined by
    section 476.27(1)(e). We will consider each of these statutory arguments
    in turn. See N. Natural Gas Co. v. Iowa Utils. Bd., 
    679 N.W.2d 629
    , 633
    20
    (Iowa 2004) (“The question of jurisdiction by the Utilities Board over this
    controversy is one of statutory interpretation.”).
    In interpreting the terms in section 476.27, our goal is to ascertain
    the legislature’s intent. See NextEra Energy, 815 N.W.2d at 39.
    We are guided in that determination by well-established
    principles. First, legislative intent is expressed by what the
    legislature has said, not what it could or might have said.
    When a statute’s language is clear, we look no further for
    meaning than its express terms. Intent may be expressed by
    the omission, as well as the inclusion, of statutory terms.
    Put another way, the express mention of one thing implies
    the exclusion of other things not specifically mentioned.
    State v. Beach, 
    630 N.W.2d 598
    , 600 (Iowa 2001) (citations omitted). “We
    ‘may not extend, enlarge or otherwise change the meaning of a statute’
    under the guise of construction.”      NextEra Energy, 815 N.W.2d at 39
    (quoting Auen, 679 N.W.2d at 590).
    Furthermore, we are interpreting a statute that delegates the
    power of eminent domain, and such statutes “should be strictly
    construed.” Hardy, 357 N.W.2d at 626; see also Johann, 207 N.W.2d at
    24 (“We have consistently maintained, however, that statutes providing
    for the exercise of eminent domain must be strictly complied with and
    restricted to their expression and intent.”).
    A. Is Hawkeye Land a “Railroad” or “Railroad Corporation”
    Under Iowa Code Section 476.27?            Hawkeye Land argues it is not
    subject to section 476.27 because it does not own or operate a railroad
    and is not a “successor in interest” to a “railroad corporation.” See Iowa
    Code § 476.27(1)(f).   “[O]ur first task is to look to the language of the
    statute to determine the legislative intent.” State v. DeCamp, 
    622 N.W.2d 290
    , 294 (Iowa 2001).       Section 476.27(1)(f) provides: “ ‘Railroad’ or
    ‘railroad corporation’ . . . is the owner, operator, occupant, manager, or
    agent of a railroad right-of-way or the railroad corporation’s successor in
    21
    interest.”    Iowa Code § 476.27(1)(f) (second emphasis added).       Section
    476.27(1)(g) defines a “ ‘Railroad right-of-way’ ” as “one or more of the
    following:”
    (1) A right-of-way or other interest in real estate that is
    owned or operated by a railroad corporation, the trustees of
    a railroad corporation, or the successor in interest of a
    railroad corporation.
    (2) A right-of-way or other interest in real estate that is
    occupied or managed by or on behalf of a railroad
    corporation, the trustees of a railroad corporation, or the
    successor in interest of a railroad corporation, including an
    abandoned railroad right-of-way that has not otherwise
    reverted pursuant to chapter 327G.
    (3) Another interest in a former railroad right-of-way
    that has been acquired or is operated by a land management
    company or similar entity.
    Id. § 476.27(1)(g) (emphasis added).
    Hawkeye Land’s property interest does not fit neatly within the
    plain language of section 476.27(1)(g)(3) because the railroad right-of-
    way at issue in this case is active, not a “former railroad right-of-way.”
    Id. (emphasis added).     Union Pacific, a railroad corporation, currently
    owns and operates the train tracks. But, we conclude the property right
    Hawkeye Land owns—the right to grant easements along or across these
    railroad tracks—is an “other interest in real estate” within the meaning of
    sections 476.27(1)(g)(1) and 476.27(1)(g)(2).
    We next address whether Hawkeye Land is “the successor in
    interest of a railroad corporation” as required by sections 476.27(1)(g)(1)
    and 476.27(1)(g)(2).    See id.   The crossing statute does not contain a
    definition of “successor in interest.” See id. “There is, and can be, no
    single definition of ‘successor’ which is applicable in every legal context.”
    Howard Johnson Co. v. Detroit Local Joint Exec. Bd., 
    417 U.S. 249
    , 264
    n.9, 
    94 S. Ct. 2236
    , 2243 n.9, 
    41 L. Ed. 2d 46
    , 56 n.9 (1974). A party
    22
    “may be a successor for some purposes and not for others.”           Id. The
    question of whether a party is a successor in interest must be
    determined in light of the interests of the parties involved and the policy
    behind the applicable law. See id. at 256, 94 S. Ct. at 2240, 41 L. Ed. 2d
    at 53 (“Particularly in light of the difficulty of the successorship question,
    the myriad factual circumstances and legal contexts in which it can
    arise, and the absence of congressional guidance as to its resolution,
    emphasis on the facts of each case as it arises is especially
    appropriate.”); see also, e.g., Leib v. Ga.-Pac. Corp., 
    925 F.2d 240
    , 247
    (8th Cir. 1991) (holding “the district court erred in focusing exclusively
    on whether there was continuity of ownership or control in determining
    whether Georgia–Pacific was a successor in interest under the veterans’
    reemployment rights statute”).       The question is successor to what
    interest? Here, it is the easement rights to cross the railroad tracks.
    Hawkeye Land argues the term “successor in interest” has a
    specific, limited meaning. Hawkeye Land cites the definition we quoted
    in Grundmeyer v. Weyerhaeuser Co., 
    649 N.W.2d 744
    , 751 (Iowa 2002).
    In that case, we stated:
    A successor in interest has been defined as
    “[o]ne who follows another in ownership or control of
    property. In order to be a ‘successor in interest,’ a party
    must continue to retain the same rights as [the] original
    owner without [a] change in ownership and there must be [a]
    change in form only and not in substance. . . . In [the] case
    of corporations, the term ordinarily indicates statutory
    succession as, for instance, when [a] corporation changes its
    name but retains the same property.”
    Grundmeyer, 649 N.W.2d at 751 (quoting Black’s Law Dictionary 1431–
    32 (6th ed. 1990)).        We applied that definition in Grundmeyer to
    determine if the purchaser of a manufacturing plant was liable for the
    debts and liabilities of the transferor. Id.
    23
    Hawkeye Land argues that it does not satisfy the Grundmeyer
    definition because it does not have the same rights as the original
    railroad owner, the Chicago, Rock Island and Pacific Railroad. Hawkeye
    Land asserts it “is a mere transferee of substantially different rights.”
    Hawkeye Land claims “a railroad never owned Hawkeye Land’s property
    because the [bankruptcy] trustee created” the easement rights Hawkeye
    now owns.    Hawkeye Land further argues it is not a successor to a
    railroad corporation because it did not purchase its property rights
    directly from the Chicago, Rock Island and Pacific Railroad. When that
    railroad went through bankruptcy, the bankruptcy trustee separated the
    easement rights from the fee and transferred those easement rights to
    Chicago Pacific Corporation. It was Chicago Pacific Corporation that in
    turn deeded the easement rights to Hawkeye Land.         Hawkeye Land
    argues it is therefore a remote transferee, not a successor in interest.
    Hawkeye Land claims the legislature knew Hawkeye Land was “an
    independent property owner,” and if the legislature had intended to cover
    Hawkeye Land, it would have included “mere transferees” in the
    definition of “railroad corporation.”   In support of this argument,
    Hawkeye Land points to Iowa Code section 327G.62, which governs
    disagreements between “a railroad corporation, its grantee, or its
    successor in interest” and a person with property on a railroad right-of-
    way.   Hawkeye Land asserts this section demonstrates the legislature
    distinguishes between a successor in interest and a grantee. Hawkeye
    Land believes it is akin to a railroad grantee, which is not covered by
    section 476.27.
    We conclude the definition of successor in Grundmeyer is not
    controlling. Grundmeyer was concerned with rights and liabilities of a
    corporate successor operating a manufacturing plant.     649 N.W.2d at
    24
    751. Here, the relevant statute concerns a specific property right: the
    right to grant easements over railroad tracks. That property right had
    been owned by a railroad before Hawkeye Land obtained the right
    through the railroad’s bankruptcy trustee’s transferee. In the context of
    the crossing statute, it is clear that “successor in interest” in section
    476.27(1)(g) is intended to address the concept of successorship in terms
    of ownership of that property right—the right to cross railroad tracks—
    and is not limited to ownership of a railroad. Accordingly, we hold that
    Hawkeye Land, as owner of the right to grant easements across railroad
    tracks—a property right previously held by a railroad—is a successor in
    interest under section 476.27(1)(g).     It is immaterial that Hawkeye
    obtained the easement rights from an entity created by the railroad’s
    bankruptcy trustee rather than directly from a railroad.
    We are not persuaded by Hawkeye Land’s arguments to the
    contrary. If the right to grant easements had never been separated from
    ownership of the remaining fee, Union Pacific would be required to
    comply with section 476.27 as the railroad owning the tracks.
    Separating the right to grant easements from the bundle of property
    rights does not exempt the easement from section 476.27. We also reject
    the notion that the owner must obtain its property rights directly from a
    railroad in order to be a successor in interest to a railroad corporation.
    Under Hawkeye Land’s interpretation of section 476.27, a railroad could
    avoid the pay-and-go procedure by using a straw man to transfer
    ownership of a crossing easement to a third party. We will not open such
    a loophole. Rather, we are to “ ‘seek a reasonable interpretation which
    will best effectuate the purpose of the statute.’ ”   State v. Walker, 
    804 N.W.2d 284
    , 290 (Iowa 2011) (quoting State v. Johnson, 
    528 N.W.2d 638
    ,
    640 (Iowa 1995)).
    25
    The legislative history of section 476.27 reinforces our conclusion
    that the legislature intended that statute to cover Hawkeye Land.
    Hawkeye Land participated in the meetings and discussions leading up
    to the passage of section 476.27. The legislature was aware of Hawkeye
    Land’s existence and its interest in the railroad crossings, which explains
    why the legislature did not simply limit the ambit of section 476.27 to
    railroads. The legislature knew Hawkeye Land had purchased the right
    to grant easements indirectly from the Chicago, Rock Island and Pacific
    Railroad.    By defining “railroad right-of-way” broadly to include
    successors in interest to railroad corporations, the legislature ensured
    the procedures of section 476.27 could not be avoided by conveying
    crossing easements to separate entities.
    The disputed crossings thus involve a “railroad right-of-way” as
    defined by section 476.27(1)(g)(1) because Hawkeye Land is a “successor
    in interest to a railroad corporation” and owns an “other interest in real
    estate.” Iowa Code § 476.27(1)(g)(1). The definition of “railroad right-of-
    way” in section 476.27(1)(g)(2) is also satisfied because the disputed
    crossings are an “other interest in real estate” that is managed on behalf
    of a “successor in interest to a railroad corporation.” Id. § 476.27(1)(g)(2).
    Accordingly, we hold Hawkeye Land’s easement-crossing rights are
    subject to section 476.27.
    B. Is ITC Midwest a “Public Utility” Under Iowa Code Section
    476.27?     We now turn to Hawkeye Land’s second argument that the
    crossing statute is inapplicable. Hawkeye Land asserts ITC Midwest has
    not been authorized by the legislature to exercise the power of eminent
    domain under section 476.27 because ITC Midwest is not a “public
    utility” as defined by section 476.27(1)(e). See Johann, 207 N.W.2d at
    23–24 (stating “a party seeking to take land by eminent domain must
    26
    first satisfy the court that it has been authorized by the legislature to
    exercise the power”).
    Several subsections of the crossing statute use the term “public
    utility.” A “crossing” is defined as “the construction, operation, repair, or
    maintenance of a facility over, under, or across a railroad right-of-way by
    a public utility.”    Id. § 476.27(1)(b) (emphasis added).     The operative
    language for the pay-and-go provision at issue is found in Iowa Code
    section 476.27(2)(b), which provides: “a public utility that locates its
    facilities within the railroad right-of-way for a crossing . . . shall pay the
    railroad a one-time standard crossing fee of seven hundred fifty dollars
    for each crossing.”     (Emphasis added.)    This allows a public utility to
    effectively condemn easement rights across a railroad for the $750
    statutory fee.       Iowa Code section 476.27(7), entitled “Conflicting
    provisions,” further states:
    Notwithstanding any provision of the Code to the contrary,
    this section shall apply in all crossings of railroad rights-of-
    way involving a public utility as defined in this section, and
    shall govern in the event of any conflict with any other
    provision of law.
    (Emphasis added.) Reading section 476.27 as a whole, it is clear that
    only a public utility, as defined in this statute, may use the pay-and-go
    procedure.
    We      must   determine    whether   an   independent    transmission
    company such as ITC Midwest is a public utility within the meaning of
    the crossing statute.          As noted, we give no deference to IUB’s
    interpretation of that term. Iowa Code section 476.27(1)(e) sets forth this
    definition:
    “Public utility” means a public utility as defined in section
    476.1, except that, for purposes of this section, “public
    utility” also includes all mutual telephone companies,
    municipally owned facilities, unincorporated villages,
    27
    waterworks, municipally owned waterworks, joint water
    utilities, rural water districts incorporated under chapter
    357A or 504, cooperative water associations, franchise cable
    television operators, and persons furnishing electricity to five
    or fewer persons.
    This     expanded      definition   of   “public    utility”   does    not    mention
    “independent transmission companies.” 4               Iowa Code section 476.1,
    which is included by reference in the crossing statute’s definition, defines
    “public utility” as:
    [A]ny person, partnership, business association, or
    corporation, domestic or foreign, owning or operating any
    facilities for:
    1. Furnishing gas by piped distribution system or
    electricity to the public for compensation.
    Id. § 476.1.     ITC Midwest does not furnish electricity directly to the
    public, but rather, delivers it to electrical utilities who in turn furnish the
    electricity to end users such as homes and other buildings.
    ITC Midwest concedes it is not a public utility as defined in section
    476.1.    When IUB gave ITC Midwest approval to purchase the electric
    transmission assets of IPL in 2007, IUB recognized:
    If the reorganization is allowed to go forward, ITC Midwest
    will not fit within the definition of public utility in Iowa Code
    chapter 476 because it will not furnish electricity to the
    public for compensation.            Instead, it will furnish
    transmission service to IPL and others.
    Interstate Power & Light Co., Iowa Utils. Bd. Docket No. SPU–07–11, at
    17. 5 We agree with that determination by IUB. Under the plain meaning
    4No party contends ITC Midwest is a “person[] furnishing electricity to five or
    fewer persons” within the meaning of section 476.27(1)(e).
    5IUB   recognized that independent transmission companies are outside the
    definition of public utility and apparently sought to remedy this by passing Iowa
    Administrative Code rule 199—42.11. That rule states in relevant part:
    The public utility may assign or otherwise transfer any rights to cross
    railroad right-of-way to any financially responsible entity controlled by,
    controlling, or under common control with the public utility or to any
    entity into or with which the public utility is merged or consolidated or
    28
    of section 476.1, ITC Midwest is not a public utility because it does not
    furnish electricity to the public.
    Nor do we conclude independent transmission companies such as
    ITC Midwest fall within the broader definition of “public utility” in section
    476.27(1)(e). Another rule of statutory construction applies here: “[T]he
    express mention of one thing implies the exclusion of other things not
    specifically mentioned.”        Beach, 630 N.W.2d at 600.               The legislature
    included a list of entities that are considered public utilities for the
    purpose of section 476.27. 6           Notably, the legislature did not state a
    public utility “includes but is not limited to” the entities explicitly listed in
    section 476.27(1)(e).      Yet, in a preceding section, “direct expenses” are
    _________________________
    which acquires ownership or control of all or substantially all of the
    transmission assets of the public utility.
    In its September 30, 2011 ruling, IUB explained the adoption of this regulation:
    [IUB] understands that independent transmission companies,
    such as ITC Midwest, were not operating in Iowa at the time the crossing
    statute was enacted.         However, [IUB] recognized the possibility of
    independent transmission companies operating in Iowa at the time it
    promulgated rules concerning the crossings.               To address this
    circumstance, [IUB] adopted rules that allow the transfer of a public
    utility’s right to cross railroad right-of-way to any financially responsible
    entity that acquires ownership or control of all or substantially all of the
    transmission assets of a public utility.
    IUB may not amend or expand the scope of the crossing statute by rulemaking that
    adds a new form of entity to the definition of public utility. See Meredith Outdoor
    Adver., Inc. v. Iowa Dep’t of Transp., 
    648 N.W.2d 109
    , 117 (Iowa 2002) (noting a “rule
    must not exceed or limit the scope of the authority granted by the enabling legislation”);
    Smith-Porter v. Iowa Dep’t of Human Servs., 
    590 N.W.2d 541
    , 545 (Iowa 1999) (“An
    agency cannot by rule, however, expand or limit authority granted by statute.”).
    6Hawkeye     recognized in 2001 the need for the legislature to specifically define
    “public utility.” In its letter to IUB in response to Resolution 119, Hawkeye wrote:
    What is the definition of “utility” especially public utility, is it
    Internet cabling, cable television?        Since many companies are
    consolidating their lines to handle Internet, cable and telephone
    capabilities at once, it would seem that the term of “utility” is being
    broadened, and only for the benefit of the company installing it.
    The list in section 476.27(1)(e) appears to be the legislature’s attempt to respond to this
    concern.
    29
    defined with a list of examples introduced with the phrase “includes, but
    is not limited to, any or all of the following.”   Iowa Code § 476.27(1)(c)
    (emphasis added).     The use of such a phrase in one definition but not
    the other indicates the legislature was selective in choosing which list is
    a closed set. See Oyens Feed & Supply, Inc. v. Primebank, 
    808 N.W.2d 186
    , 193–94 (Iowa 2011) (concluding the fact that a phrase was
    “selectively incorporated” in certain provisions showed the legislature’s
    omission of that phrase in related provision was intentional).           We
    conclude the legislature, by omitting the phrase “but not limited to” in
    section 476.27(1)(e), intended to limit the entities considered public
    utilities to those expressly mentioned.     The omission of independent
    transmission companies from the list in section 476.27(1)(e) shows the
    legislature did not intend to allow such an entity to use the procedure of
    section 476.27.
    Nevertheless, the Consumer Advocate argues ITC Midwest meets
    the definition of public utility in section 476.1. The Consumer Advocate
    focuses on the word “furnish” in section 476.1(1). Iowa Code § 476.1(1)
    (stating a public utility is one who “[f]urnish[es] gas by piped distribution
    system or electricity to the public for compensation”).      The Consumer
    Advocate defines “furnish” to mean “to provide or supply with what is
    needed, useful, or desirable.” It argues the legislature consciously chose
    “furnish”—what it argues is a broad word—instead of using more specific
    verbs that refer to individual functions utility companies commonly
    perform, like generate, transmit, or distribute.
    This argument focuses on the wrong wording. It is not the word
    “furnish” in section 476.1(1) that controls this issue, it is the phrase “to
    the public.”   ITC Midwest does not furnish electricity to the public, it
    furnishes electricity to public utilities, which in turn furnish that
    30
    electricity to the public.   In order to side with ITC Midwest, we would
    have to read the word “indirectly” into the definition of public utility: A
    public utility furnishes electricity indirectly to the public. We decline to
    do so. A plain meaning of “to the public” requires that there be a direct
    transaction between the public utility and the public. See N. Natural Gas
    Co., 679 N.W.2d at 634 (“Both the [National Gas Policy Act of 1978] and
    cases interpreting it recognize that states are free to regulate the natural
    gas industry by state utility commissions or boards in retail sales to
    ultimate customers.” (Emphasis added.)); see also Iowa State Commerce
    Comm’n v. N. Natural Gas Co., 
    161 N.W.2d 111
    , 115 (Iowa 1968)
    (determining “to the public” means “sales to sufficient of the public to
    clothe the operation with a public interest” (emphasis added)).
    The Consumer Advocate disagrees, asserting the Northern Natural
    Gas definition inappropriately limits the plain meaning of section
    476.1(1) to those companies that furnish electricity directly to the public.
    The Consumer Advocate argues, “Without any specification as to whether
    the furnishing is required to be direct or indirect, the intent to cover both
    possibilities is apparent.”     The Consumer Advocate cites Comes v.
    Microsoft Corp., 
    646 N.W.2d 440
    , 445 (Iowa 2002), in which we held the
    Iowa Competition Act does not “restrict the class of persons who may
    bring suit” to only direct purchasers when “[n]othing in the statute says
    in order to seek redress for antitrust violations a purchaser must be
    directly injured.”
    Comes is distinguishable.      First, section 476.27 delegates the
    State’s power of eminent domain and must be strictly construed.          See
    Hardy, 357 N.W.2d at 626.       By contrast, the Iowa Competition Act at
    issue in Comes is remedial and is therefore construed broadly to effect its
    purpose. Comes, 646 N.W.2d at 446. Moreover, the competition statute
    31
    defined a class of plaintiffs based on a result; namely, injury. Id. at 445.
    That statute, Iowa Code section 553.12, creates a cause of action for “a
    person who is injured or threatened with injury by conduct prohibited
    under this chapter.” We stated:
    The legislature did not specifically limit standing to direct
    purchasers, but instead it simply authorized “[a] person who
    is injured” to sue. . . . Given the clear, broad language of the
    state antitrust law, we conclude the Iowa Competition Law
    creates a cause of action for all consumers, regardless of
    one’s technical status as a direct or indirect purchaser.
    Comes, 646 N.W.2d at 445 (citations omitted).
    The operative language of section 476.1(1) is narrower.         Section
    476.1(1) defines a business as a public utility based upon that business’s
    relationship to the public. We will not expand the definition of public
    utility by allowing an indirect relationship with the public to suffice. See
    City of Des Moines v. City of W. Des Moines, 
    239 Iowa 1
    , 7, 
    30 N.W.2d 500
    , 504 (1948) (“The authorities quite generally refuse to attempt an all-
    inclusive definition of the term ‘public utility.’ ”).
    ITC Midwest concedes it is not a public utility under section
    476.1(1), but nevertheless argues it is a public utility as more broadly
    defined in section 476.27. IUB, ITC Midwest, and the intervenors note
    that the definitions used in section 476.27 apply “unless the context
    otherwise requires.”      Iowa Code § 476.27(1).         They argue this case
    presents a context that requires us—in light of the purpose of the
    crossing statute—to read the definition of public utility expansively.
    They next point to section 476.27(7), which the joint utility intervenors
    describe as a “catch-all” provision. That section provides:
    Conflicting provisions. Notwithstanding any provision of the
    Code to the contrary, this section shall apply in all crossings
    of railroad rights-of-way involving a public utility as defined
    32
    in this section, and shall govern in the event of any conflict
    with any other provision of law.
    Id. § 476.27(7) (second emphasis added).          ITC Midwest and the
    intervenors contend the Franklin County crossings fall within the ambit
    of section 476.27 because ITC Midwest carries electricity for public
    utilities and the crossings thus involve public utilities. The Consumer
    Advocate states:
    The fact that the transmission system is now separated from
    IPL legally does not mean it does not continue to provide
    services that are vital to the public utility function of the
    formerly integrated system. Each of the separate parts
    performs the same service in what is functionally the same
    system.
    We disagree that either the context or catchall provisions support
    expanding section 476.27 to allow use of the pay-and-go procedure by an
    entity other than a public utility as defined in that statute. The context
    of this case does not justify judicially modifying an unambiguous
    statutory definition, and we do not believe the legislature intended
    section 476.27(7), a conflict provision, to supersede the operative
    statutory language in section 476.27(2)(b) or the definition of “public
    utility” in 476.27(1)(e). See Oyens, 808 N.W.2d at 194 (“To the extent
    there is a conflict or ambiguity between specific and general statutes, the
    provisions of specific statutes control.” (Internal quotation marks
    omitted.)); see also Iowa Code § 4.7. Section 476.27(2)(b) allows a public
    utility—but no other entity—to cross railroad tracks using the pay-and-
    go procedure, and section 476.27(1)(e) defines public utility as a
    company that furnishes electricity to the public and adds specified
    additional entities with crossing rights, but not an independent
    transmission company.      Section 476.27(7) governs conflicts between
    33
    “this section”—section 476.27—and “any other provision of law.” 7 Iowa
    Code § 476.27(7).       We will not interpret it to create conflicts within
    section 476.27.
    Finally, IUB, ITC Midwest, and the intervenors argue the policy
    behind     section    476.27      requires     the   inclusion     of    independent
    transmission companies.          Quoting section 476.27(2), they assert the
    purpose of the crossing statute is to promote “public convenience and
    necessity and reasonable service to the public.” Id. § 476.27(2). They
    argue ITC Midwest must be able to use the procedures of section 476.27
    in order to achieve this purpose. The joint utility intervenors explain the
    importance of ITC Midwest’s service:
    In general, before the public consumes electricity, the
    electricity must be generated, transmitted, and then
    distributed to the public. An entity may perform one, two or
    all three of the functions. ITC performs one: transmission.
    It is the conduit by which electric companies connect the
    generation of electricity with the distribution of the electricity
    to businesses and individuals.
    Indeed, IUB found that ITC Midwest carries electricity “primarily, if not
    exclusively” for public utilities. IUB, ITC Midwest, and the intervenors
    argue that preventing ITC Midwest from using the procedures of section
    476.27 will impede the delivery of electricity to the public.
    IUB, ITC Midwest, and the intervenors suggest that section
    476.27’s omission of independent transmission companies was a
    legislative oversight. They argue the legislature did not explicitly include
    independent transmission companies within the definition of public
    utility in section 476.27(1)(e) simply because independent transmission
    companies did not exist in Iowa at the time the legislature enacted Iowa
    7For  example, the conflict provision in section 476.27(7) would ensure that the
    expanded definition of “public utility” in section 476.27(1)(e) would apply for railroad
    crossing issues, not the more limited definition in section 476.1.
    34
    Code section 476.27. IUB concludes the “[l]egislature intended, or would
    have intended had it thought about the question, to include the electric
    transmission lines of independent transmission companies, such as ITC
    Midwest, within the provisions of this statute.” IUB, ITC Midwest, and
    the intervenors argue we should judicially correct this oversight by
    reading independent transmission companies into the statute because
    such a reading would further the purpose of the statute.
    We decline to do so. See Auen, 679 N.W.2d at 590 (“We determine
    legislative intent from the words chosen by the legislature, not what it
    should or might have said.”). There is reason to believe the omission of
    independent transmission companies from section 476.27(1)(e) was no
    oversight. Though no independent transmission companies operated in
    Iowa in 2001 when the legislature enacted section 476.27, FERC had
    authorized the creation of such companies five years earlier. Moreover,
    the   legislature     separately   addressed     independent      transmission
    companies in 2003.       See 2003 Iowa Acts ch. 116, § 1 (enacting law
    entitled, “Equity investment in independent transmission company,”
    which allows “any city operating a city electric utility . . . [to] enter into
    agreements     with    and   acquire    equity   interests   in   independent
    transmission companies”). Yet, the legislature has never amended the
    definition of public utility in section 476.27(1)(e) to add independent
    transmission companies.       If the omission of independent transmission
    companies from section 476.27 is nothing more than a legislative
    oversight, we trust the legislature will correct it.
    We disagree with IUB’s assertion that “[t]here is no rational basis
    why the sale of transmission lines should affect their status when they
    continue to be used for the exact same purpose.” Transmission of high
    voltage electricity is a heavily regulated area of law. We find it significant
    35
    that independent transmission companies are federally—not state—
    regulated. IUB acknowledges that its decision in 2007 to allow the sale
    of IPL’s transmission assets to ITC Midwest deprived IUB of jurisdiction
    over those assets.     The legislature is entitled to distinguish between
    public utilities and independent transmission companies.
    We conclude the policy arguments by appellees are trumped by the
    plain language of the statute. See Iowa Code § 476.27(2)(b) (allowing a
    public utility, but no other entity, to cross railroad using pay-and-go
    procedure); see also Horsman v. Wahl, 
    551 N.W.2d 619
    , 620–21 (Iowa
    1996) (“If the statutory language is plain and the meaning is clear, we do
    not search for the legislative intent beyond the express terms of the
    statute.”). “Policy arguments to amend the statute should be directed to
    the legislature.”   In re Estate of Whalen, 
    827 N.W.2d 184
    , 194 (Iowa
    2013).      We reiterate that statutes delegating the power of eminent
    domain are strictly construed. Hardy, 357 N.W.2d at 626. IUB lacks the
    constitutional authority to extend eminent domain powers to new forms
    of entities not mentioned by the legislature in section 476.27(1)(e). We
    cannot allow IUB, in the guise of interpretation, to extend the crossing
    statute’s    eminent-domain    powers     to    independent   transmission
    companies. To do so would be an unconstitutional delegation of power.
    “[I]t is ‘our mandate to construe statutes in a fashion to avoid a
    constitutional infirmity where possible.’ ” State v. Thompson, 
    836 N.W.2d 470
    , 484 (Iowa 2013) (quoting In re Young, 
    780 N.W.2d 726
    , 729 (Iowa
    2010)). Indeed, “[t]he doctrine of constitutional avoidance suggests the
    proper course in the construction of a statute may be to steer clear of
    ‘constitutional shoals’ when possible.”        State v. Iowa Dist. Ct., 
    843 N.W.2d 76
    , 85 (Iowa 2014).         The constitutional-avoidance doctrine
    36
    provides another important reason to reject appellees’ interpretation of
    the crossing statute.
    We hold ITC Midwest is not a public utility within the meaning of
    the crossing statute. Accordingly, ITC Midwest cannot “ ‘satisfy the court
    that it has been authorized by the legislature to exercise the power’ ” of
    eminent domain under section 476.27. See Johann, 207 N.W.2d at 24
    (quoting 1 Nichols § 4.101(2)). The proceedings before IUB “involved a
    substantial departure from statutory requirements,” and ITC Midwest’s
    application under section 476.27 was “legally insufficient on its face.” Id.
    at 25. IUB erred by allowing ITC Midwest to utilize the crossing statute,
    and the district court erred in affirming IUB’s decision on judicial review.
    Because we conclude section 476.27 did not authorize ITC Midwest
    to use the pay-and-go procedure, we need not reach Hawkeye Land’s
    constitutional arguments.    See Seering, 701 N.W.2d at 663 (noting we
    will avoid constitutional question when appeal can be decided on other
    grounds).    Iowa Code chapter 6B governs the compensation owed
    Hawkeye Land for the crossing easements taken by ITC Midwest, as well
    as the related claims for attorney fees, costs and expenses.       See Iowa
    Code § 478.15 (allowing companies running electric transmission lines to
    use “the same proceedings . . . as provided for taking private property for
    works of internal improvement” if the company cannot reach an
    agreement with a property owner); id. § 6B.1A (stating chapter 6B
    provides procedures “for the condemnation of private property for works
    of internal improvement, and for other public projects, uses, or
    purposes”). Compensation and entitlement to fees cannot be determined
    until the procedures of chapter 6B are invoked.
    37
    IV. Disposition.
    For the foregoing reasons, we reverse the district court’s order that
    affirmed IUB’s ruling in favor of ITC Midwest under Iowa Code section
    476.27. We remand this case for entry of an order by the district court
    directing IUB to vacate its decision.
    REVERSED.