20140818Protective Agreement.pdf

PROTECTIVE AGREEMENT
BETWEEN
AVISTA CORPORA'TION ANT)
IDAHO PUBLIC UTILITIES COMIVIISSION STAFF
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=9= 73'fhis Protective Agreement is entcrcd into this l4'h ,lay ol'August :O#i-I;>, Rlr,Flc,l_ cD irl(iorporation (.{r'ista) and the Idaho Publio LJtilities Commission (Stall). lil,: =n
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L WHEREAS, r\vista and the ldaho Public Utilities Commission Staff (hereiridlter "$atf')
anticipate that parties to this procceding may make requests to provide. ormake available lbrrcview,
certain inlormation. considered by its custodian to be of a trade secret, privileged or confidential
nature (as defined in lduho (bdc $$ 9-340 and 48-801).
2. WHEREAS, Avista and the undersigned parties agree that entering into a Protective
Agrecment will expedite the production of documents: will alford the necessary protection to
Iutility'sl and the undersigned partics'employees and/orrcprcsentatives in the [proceeding] who
might review the intbrmation and subsequently be recluested to reveal its contents by setting fbrth
clcar cut paramcters fbr use of Confidential Information, and will proteot Confidential Inlbrmation
which might be provided during thc course of the proceedings, now therefore.
IT IS HEREBY STIPULATED AND AGREED AS FOLLOWS:
l. (a) Confidential Information
All documents. data. infbrmation. studics and other materials lurnishcd pursuant to any
requests tbr inlbrmation, subpoenas or othcr modes ol-discovcry (fbrmal or inlormal), and including
depositions, that are claimed to be of trade sccret, proprietary or conlidential nature (herein relbrred
to as "Conlidential Infbrmation") shall be so markcd by the party or entity providing the infbrmation
by stamping the same with a designation indicating its trade secret, proprietary or conlidential nature
and printed on "yellow" paper. IDAPA 31.01.01.067. Any claim o1'contldentiality must be
accompanied by an attorney's cc(ificate that the material is protected by law tiom public disclosure
and cite the specific legal authority to support the claim. IDAPA 31.01.01.233.
(b) Protection of Confidential Information
Access to and revier.v of Confidential Infbrmation shall be strictly controlled by the terms of
this Agreement. Unless otherwise ordered, Confidential Intbrmation, including transcripts of
depositions containing information to which a claim of confidentiality is made. shall remain under
PROTIICTIVIl AGREIIMIlN'l'
seal. shall continue to be subject to the protective requirements ol'this Agreement. and shall not be
disclosed to individuals rvho have not cxccuted the nondisclosure agreement set tbrth in Exhibit "A."
(c) Use of Confidential Information
.,\ll persons who may be entitled to revicw. or rvho are allbrdcd access to any Confidential
Infbrmation by reason ol'this Agreement shall neithcr Llse nor clisclose thc Contidential Infbrmation
tbr purposes of business or competition. or any purpose other than the purpose ol'preparation fbr ancl
conduct of the proceedings, and then solely'as contemplated herein, and shall keep the Conlidential
lnfbrmation secure as trade secret, confidential or proprietary infbrmation and in accordance with the
purposes and intent of this Agrccment.
(d) Persons Entitled to Review
r\cccss to Contidcntial Intbrmation shall be limited to counsel o1 the undersigned partics.
cmployces. sxperts. agents or rcpresentatives of the undersigned parties who have cxccuted an
Exhibit "A" to this Agreement. Such intbrmation will be clearly marked and protected fiom
unauthorized public disclosure.
(e) Non-disclosure Agreement
Clonfldential Inturmation shall not be disclosed to any person who has not signcd a non-
disclosurc agrecment on this fbrm, which is attached hereto as Exhibit "A" and incorporatcd hcrein.
l'he non-disclosure agrcemcnt or Exhibit "A" shall rcquire the person to "vhom disclosure is to be
rnadc to read a copy of this Protective Agreement and to certity in writing that he or she has
reviewed the same and has consentcd to be bound by its terms. 'fhe Agreement shall contain the
signatory's full name, permanent address and employer. Such agreement shall be delivered to
counsel fbr the providing pa(y. befbre disclosure is made.
2. Corries
No copics or transcriptions of thc Clonfrdential Infbrmation shall be made by thc recipient
oxcept as necessary to make the intbrmation available to individuals who have executed an Flxhibit
"A" to this Protective Agreement.
3. Non-waiver of Obiection to Admissibilifv
'l'he furnishing of any document, infbrmation. data, study or other materials pursuant to this
Protective Agreement shall in no \vay limit or waive the right of the providing party to object to its
rclevance or admissibility in any proceedings befbre this Commission.
PROTECTIVE AORITUMEN'|
-1. Challenee to Contidentiality
(a) Initial Challenee
'fliis Protective r\greemcnt cstablishes a procedure lbr the expeditious handling of
infbrmation that a party claims is conlidential. Any party may challenge the charactcrization of any
inlbrmation. document. data or study claimed by the providing party to be a trade secret. proprictary
or confidcntial infbrmation. A partv seeking to challenge thc confidentiality of an-v" intbrmation shall
lirst contact counsel tbr the providing party and attempt to resolve any dift'erence by stipulation.
Resolution may include removing the contidential classifications. creating a non-contidential
summary. re'lbrmatting the inlormation. etc.
(b) Subsequcnt Challenee
ln the event that the parties cannot agree as to the character of the infurmation challenged.
any party challenging the conlidentiality may petition the Commission to rule upon the disputed
infi>rmation. 'l'he Petition shall be served upon the Commission and all parties to the case who have
signcd on Uxhibit "A" as provided in this Protective Agreement. The Petition shall designate with
specilicity the document or material challenged and state the grounds upon which the subject
material are deemed to be non-coniidential by the challenging party.
(c) Challense Ilearins
'fhe challenging party shall request that the Cornmission conduct an in curnera procecding
rvhere only thosc persons duly authorized to have acccss to such challcngcd matcrials under this
Protective Agrecment shall be present. This hearing shall be commenced no earlier than tive (5)
business days after serving the Petition on the providing party and the Commission. 'l'he record of
the in cameru hearing shall be marked'"CONFIDENTIAL - Subject to Protective Agreement."
'fo the extent neccssary, the transcript ol'such hearing shall be separately bound. segregated. sealed,
and withheld tiom public inspection by any person not bound by the terms of this Agreement.
(d) Determination
'l'hc parties will ask the Commission to issue an Order determining whether any challenged
inlbrmation or material is not properly deemed to be exempt lrom public disclosure pursuant to the
Idaho Public Records Act(lclaho Code $$ 9-335, 9-337,9-3404). If intbrmation is tbund to be not
exempt tiom disclosure. no partv shall disclose such challenged material or use it in the public
record. or otherwise outside the proceedings fbr at least five (5) busincss days unless the providing
P R()'f FlCl'lV H AGRITI]M IiNl-
party conscnts to such conduct. 'l'his procedure enables the restrictions of this Agreement fiom
material claimed to bc contrdential. Such rclief rnay be sought liclrn thc Commission or a court of
c ompetent j urisdiction.
5. (a) Receirrt Into Evidcnce
Provision is hereby made lbr receipt into evidence in this proceeding of materials claimcd to
be contjdential in the tbllow'ing manncr:
(1) Il'the requesting parly intends to use Coniidential Intbrmation or to make
substantive rcl'erence to C'ontidential Inlbrmation supplied to it under this
Agreement, it shall give reasonable prior notice of such intention to the
providing party and shall provide copies of the used Confidential Intbrmation
or suhstantive rel'erence to Contidential Inlormation only to the providing
pafty. and such othcr partics, if any. who have executed an Exhibit "A" to this
Protectivc Agreement.
(2) One ( I ) copy of the used Confidcntial Intbrmation or substantive ref'erence to
Contidcntial Infbrmation or substantive rcf'crence to Contidential Intbrmation
described in paragraph 5(aXl ) shall be placed in the sealed record.
(3) 'l'hc copy of the documents to bc placcd in the sealed record shall be tendered
by counsel lbr the providing party to the Commission, and shall be
maintained in accordancs with the terms of this Protective Agreemcnt.
(b) Seal
While in the custody of the Commission. materials containing Confidential Intbrmation shall
be markcd "CONtr'IDENTIAL - SUB.IECT TO ATTORNEY'S CERTII,'ICA'I'E OF
CONFIDENTIALITY" and shall not be examined by any person except under the conditions set
torth in this Agreement. i1'applicable.
(c) /n Camerrr Hearing and Transcripts
.,\ny Confidential Information that must be orally disclosed at a hcaring in the proceedings
shall bc of fered at an in camera hearing, attended only by persons authorized to have access to the
information under this Protective Agreement. Similarly, any transoription of any examination or
other rel'erence to Contidential Intbrmation (or that portion of the record containing Confidential
Infbrmation) shall be marked and treated as provided herein lbr Confldential Infbrmation.
(d) Access to Record
r\ccess to sealed tcstimony. rcoords. and intbrmation shall b<: limited to thc Commission and
persons who have signed an Hxhibit "A" as provided in this Protective ;\greement, unless such
inibrmation is rclcascd liom the restrictions of this Agrecment either through agreement of the
parties or aiter notice to the parties and hearing, pursuant to the order of the Commissicln and/or the
final order ol'a court having final jurisdiction.
(e) Arrpeal
Should an appcal lrom the proceeding be taken, sealed portions of the record may be
ftlrrvarded to any court of competent jurisdiction fbr purp<lses of an appeal, but under seal as
dcsignated herein lor thc inlbrmation and use of thc oourt. If a portion of the record is firrwarded to a
court under seal filr the purposes of an appeal, thc providing party shall be notitied which portion of
the sealed record has becn designated by the appealing party as necessary to the record on appeal.
6. Use in Pleadings
Where ref'erences to Conf-rdential Intbrmation in the sealed record or with the custodian is
requrired in pleadings, brief's, arguments, or motions (except as provided in Paragraph 5), it shall be
by citation to title or exhibit number or some other description that will not disclose the substantive
Confidential Inlormation contained therein. Any use of or substantivc ref'crcnccs to Contidential
Inlbrmation shall be placed in a separate section of the plcading or brief and submitted to thc
Commission pursuant to Paragraph 5. 'l'his scalcd section shall be servcd only on counscl of rccord
who have signed the nondisclosure agreements set forth in Uxhibit "A" attached to this Protective
Agreement. and ntay, in tum, be discloscd by thcm only to individuals who likewise signed tlxhibit
"A".
7. Summary of Record
If deemed necessary by the Commission. the providing parties shall prepare a written
summary of the Confidential Intbrmation referred to in Orders to be issued to the public and the
parties.
8. Rcturn or Destruction of Confidential Information
(a) lJpon rcquest of the providing party, all original documcnts and copies of the
Contidential lntbrmation shall be: (l) returned to the providing party; or (2) or at the option of the
rccipient destroyed within thirty (30) days after the final settlement or conch"rsion ot'the proceedings,
PRO"I"EC'I'IV ti AGRtiEMUN'I'
including administrative or judicial review thereof. ,\fter rcturn or dcstruction o1'docunrcnts
pLlrsuant to this paragraph, and upon requcst, a written receipt verilf ing return or destruction shall be
provided by counscl.
(b) On a case-bv-case basis and upon notilication to the utility, the Commission Statl'
may retain onc copy of the Contidential Inlbrmation undcr seal. Notwithstanding any other
provision in this Agreemcnt, any member of Staff may review and use that copy ol'thc Contldcntial
Intbrmation <lutside this procceding while pertbrming his or her duties as a StalTmember. Staff s
use and disclosure of the Clontidential Information in a latcr Commission proceeding shall be subject
to any protective agreement signed in the proceeding.
(c) Any notes maintained bv a recipient ol'Confidential Intbrmation which embody or
rellect any of the Clonfidential Infrlrmation provided under this Agreemcnt shall, upon request of the
providing part,y, be either returned to the providing party or, at the option of the recipient. dcstroycd.
9. Effective Date
'fhis Protective Agreement shall becomc ellbctive on the date hereof.
PRO'IBC'l'lV l, AGRITITMHN'f
DA'IED this / .,I-'
r ',ioy uf ,tugust 2014.
,\VISTA CORPOITATION
.-;--_.--Iiv,/,,"/"D*i$^f. Meyel
Avista Corporation
PO Box 3727
l4l I Il. Mission Avenue
Spokane, WA99220-3727
Vioe President and Chief Counsel fbr Regulatory and
(iovernment Affairs - Avista Clorporation
IDAHO PUBI,IC UTILITIES COMMISSION S'TAFT{'
{ '-*
Karl'f. Klein
Depuly Atlorney General
Idaho I']ublic Utilities Commission
472 West Washington Street
Iloise. ID 83702
z\ttorney Reprcscnting
Idaho Public Utilities Cornrnission Staff
,u "jBy
PRO'fIiC'l'lVI1 AGRHEM ENT
EXHIBIT *A"
I have reviewed the foregoing Protective Agreement dated this l4th day of August 2014 in Case No.
AVU-E-14-06 and agree to be bound by the terms and conditions of such Agreement.
Terri Carlock
Idaho Public Utilities Commission
Employer or Firm
472 West Washington Street. Boise. ID 83702
Business Address
Commission StafT
Party
Date
EXHIBIT ..A''
I have reviewed the tbregoing Protective Agreement dated this l4th day of August 2014 in Case No.
AVU-E-14-06 and agree to be bound by the terms and conditions of such Agreement.
Idaho Public Utilities Commission
Employer or Firm
472 West Washineton Street. Boise. ID 83702
Business Address
Commission Staff
Party
EXHIBIT "A'
I have reviewed the fbregoing Protective Agreement dated this l4th clay of August 2014 in Case No.
AVU-E-14-06 and agree to be bound by the terms and conditions of such Agreement.
Idaho Public Utilities Commission
Employer or Firm
472 West Washineton Street. Boise. ID 83702
Business Address
Commission Staff
Partv
Matt EIam
Date
EXHIBIT ..A'
I have reviewed the foregoing Protective Agreement dated this l4th day of August 2014 in Case No.
AVU-E-14-06 and agree to be bound by the terms and conditions of such Agreement.
Idaho Public Utilities Commission
Employer or Firm
472 West Washington Street. Boise. Id 83702
Business Address
Commission Staff
Party
Mike Louis
EXHIBIT ..A''
lhave revierved the fbregoing Protective Agreement dated this l4th day of August 2014 in Case No.
AVU-E- l4-06 and agree to be bound by the terms and conditions of such Agreement.
'l '.r [. ii9ouI \ ) \'1,.-l i .
BeVerly ,Uur\91 v
/
Idaho Public Utilities Commission
Employer or Firm
472 West Washington Street. Boise. ID 83702
Business Address
Commission StafT
Party
EXHIBIT ..A''
lhave reviewed the fbregoing Protective Agreement dated this l4th day of August 2014 in Case No.
AVU-E-14-06 and agree to be bound by the terms and conditions of such Agreement.
Q
Daniel Klein
Idaho Public Utilities Commission
Employer or Firm
472 West Washineton Street. Boise. ID 83702
Business Address
Commission Staff
Party
g- /v- //
Date