20150608Protective Agreement.pdf

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CONFIDENTIALITY AGREEMENT BETWEEN PACIFICORP AND STAFF FOR
THE IDAHO PUBLIC UTILITIES COMMISSION
This Confidentiality Agreement is entered into as of the N& au1 of ilU,* ,
2015, by and between iacifiCo.p, d.b.a. Pacific Power or Rocky tuto* -*.i
("Company"), as6 Staff for the Idaho Public Utilities Commission ("IPUC Staff'), each a6'Party" and together the "Parties" ("Agreement").
The Parties will be engaged with the Washington Utilities and Transportation
Commission, the Public Utility Commission of Oregon, Wyoming Public Service
Commission, Public Service Commission of Utah, and the Idaho Public Utilities
Commission (collectively "State Commissions") related to the Company's 2015 Integrated
Resource Plan ("2015 IRP"). The 2015 IRP will be filed with the State Commissions on or
about March 31, 2015, at which time formal dockets will be opened in each state (the *2075
IRP Docket"). In connection with the 2015 IRP, the Company has agreed to provide certain
information to interested parties, which the Company deems confidential. In consideration
of and as a condition for fumishing the Confidential Information (as defined below), the
Company and Staff agree to the following:
Now, therefore, the Company and IPUC Staff agree as follows:
l. For purposes of this Agreement, the following terms shall be defined in
the following manner:
(a) "Documents" shall mean and include all written, recorded or
electronic graphic matters of any kind or nature whatsoever, and shall extend to any
subsequent compilation, summary, quotation, or reproduction thereof prepared at any
subsequent time in any subsequent form or proceeding, in whole or in part.
(b) "Confidential Information" shall mean and include any documents
or other written or oral information that might compromise the Company's ability to
compete fairly or that otherwise might impose a business risk if disseminated without the
protections provided in this Agreement. Confidential Information will be stamped as such.
Any Confidential Information transmitted orally will be clearly identified as such by the
Company at the time it is disclosed.
(c) "Authorized Persons" shall mean and be limited solely to the
attorneys and expert witnesses or consultants of the party receiving the information
(Receiving Purty) who will assist counsel in the preparation of the proceedings in the
2015 IRP Dockets. "Authorized Persons" shall not include individuals responsible for
marketing or other competitive activities except upon prior approval of the Company. No
person shall be considered an Authorized Person under this Agreement unless such
person is qualified as such under paragraph 2(d) below.
Confi dentiality Agreement
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(d) "Authorized Use" shall mean and be limited to use solely to
address the issues arising in the 2015 IRP Dockets.
(e) "Disclose", "make disclosure of', or "disclosure" shall mean and
include the dissemination to any person, firm, corporation or other entity of the contents
of a document, whether that dissemination is made by means of the transmittal or transfer
of the original or a copy of that document or any verbal or other dissemination of the
contents of the document.
(0 "Receiving Party" shall mean the party that is receiving the
Confi dential Information.
2. All Confidential Information and the disclosure thereof shall be subject to
the following restrictions:
(a) A Receiving Party shall not disclose any Confidential Information
to anyone other than its Authorized Persons for the sole purpose of the Receiving Party's
review and analysis in the 2015 IRP Docket.
(b) When Confidential Information has been produced in hard copy or
in some other form, the Receiving Party shall make no copies or reproduction of any kind
or nature whatsoever of the Confidential Information so supplied. The Confidential
Information shall remain under seal, and shall continue to be subject to the confidentiality
restrictions in this Agreement until this Agreement is superseded by either entry of a
Protective Order by any of the State Commissions or by the protection afforded by
applicable confidentiality rules in the 2015 IRP Dockets.
(c) IPUC Staff shall retum all Confidential Information to counsel for
PacifiCorp within 30 days after final settlement, or conclusion of the 2015 IRP Dockets
including administrative, or judicial review thereof. Alternatively, IPUC Staff may
certify, within 30 days after final settlement, or conclusion of the 2015 IRP Dockets
including administrative, or judicial review thereof, that the Confidential Information has
been destroyed. Counsel provided access to Confidential Information pursuant to the
terms of this Agreement may retain their notes, work papers or other documents that
would be considered the attorneys' work product created with respect to their use and
access to Confidential Information in this docket. An expert witness, accorded access to
Confidential Information pursuant to this Agreement, shall provide to counsel for IPUC
Staff the expert's notes, work papers or other documents pertaining or relating to any
Confidential Information. Counsel shall retain these expert's documents with counsel's
documents. Information designated by the Company as "Highly Confidential" will be
made available to the Receiving Party for inspection at an agreed upon location.
(d) The foregoing notwithstanding, the Receiving Party may not
disclose Confidential Information to an Authorized Person unless, prior to the disclosure
of such Confidential Information, the Authorized Person has signed a Nondisclosure
Confi dentiality Agreement
Page2 of 4
Agreement in the form attached hereto as "Exhibit A" and incorporated herein by
reference. Upon execution of "Exhibit A", the signed originals shall be furnished to
counsel of record for the Company.
(e) Counsel for the Receiving Party shall be responsible for
designating Authorized Person to whom disclosure of Confidential Information is
deemed necessary to assist counsel in the preparation of the 2015 IRP Dockets. The
names of authorized persons shall be provided to the Company at least five (5) business
days prior to any disclosure to enable the Company to challenge the right of an individual
to review Confidential Information for any reason prior to disclosure to that individual.
In the event the Parties cannot resolve a challenge between themselves, the Parties agree
that the Company shall have the right to seek relief from any of the State Commissions.
During the pendency of the challenge, no disclosure shall be made to the individual in
question and the Commission shall have the specific authority to extend or adjust
deadlines as justice may dictate due to delays caused by the exercise of rights under this
provision.
3. The provisions of this Agreement, insofar as they restrict the disclosure
and use of Confidential Information governed by this Agreement shall, without the
written agreement of the Parties or further order of a State Commission, or if appropriate,
a court of competent jurisdiction, continue to be binding after the conclusion of this case
or until superseded by entry of Protective Orders by each of the State Commissions in the
2015 IRP Dockets.
4. To the fullest extent permitted by law, each of the Parties waives any right
it may have to a trial by jury in respect of litigation directly or indirectly arising out of,
under or in connection with this agreement. Each party funher waives any right to
consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
IN WITNESS WHEREOF, the undersigned
Agreement as of the date written below
PACIFICORP
Signature
Name:
Title:
Date:
parties have executed this Confidentiality
IPUC Stafff rJ.iQ;
Signature
Name: 0. N€t L (Ac€
riile: kWo(^l^+._--_r-
o"r", {f a? f t{
Confi dentiality Agreement
Page 3 of4
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it may bnrs to a thl ty jury tn rtrpGst of littgdm drcstty c indircctly uidry out oi
udcr u ln co'-stim with tfdr agrccocm. Eaph pafiy filrttc waivpr my'i$t b
coasolidac oy aation h x,bich a jury tfut hae ba wofuGd with aay ortbs actio in
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IN WITNEIIS WIIERBOP, the undadgncd
Agrococd as ofthc .lttr uittro bclon,
fide Vice President & General Counsel
D6: lune2,2OL5
pcticr bsw otccrtrod this Cmfdcodality
IPUC $rlf
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Confidcotielity Agrccmcnt
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EXHIBIT A
NONDISCLOSURE AGREEMENT FOR THE 2015 IRP DOCKETS
I hereby agree that I have read the Confidentiality Agreement between Company
and IPUC Staff and agree to be bound by the terms thereof.
\ t[^r..^*-,- B"-tr
Name
IA,J\D ?vbliru-L \,ha ,,bruwiNixt
Employer or Firm
+ttt') Walv,Xrn*t hoWO
C onfidentiality A greement
Page 4 of 4
EXHIBIT A
NONDISCLOSURE AGREEMENT FOR THE 2OI5 IRP DOCKETS
I hereby agree that I have read the Confidentiality Agreement between Company
and IPUC Staff and agree to be bound by the terms thereof.
z4 i,? / ,rvz,s(aan
Employer or Firm
17r{?fr" Z4gr,/UBusiness Address
6'',^oza -
| , ii" 2Z "rsa->Signature
Confi dentiality A greement
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