20131213Protective Agreement.pdf

PROTECTIYE AGREEMENT
BETWEEN AYISTA CORPORATION AND
IDAHO PUBLIC UTILITIES COMMISSION STAT'F
AND OTHER PARTIES AS APPLICABLE
tip
This Protective Agreement is entered into this i2l'day of December 2013 by Avista
Corporation (Avista) and the Idaho Public Utilities Commission Staff (Staff), and other parties as
applicable.
Recitals:
1. WHEREAS, Avista desires to make available to the Staff certain information,
and Staff desires to examine certain information, respecting Avista's Application to Approve a
securities issuance (Case Nos. AVU-U-13-01).
2. WHEREAS, Avista, Staff, and other parties as applicable anticipate that Avista
may provide, or make available for review, certain information considered by Avista to be of a
trade secret, privileged or confidential nature (as defined in ldaho Code $ 9-340 et seq. and $ 48-
801 et seq.).
4. WHEREAS, Avista, Staff, and other parties as applicable agree that entering
into a Protective Agreement will expedite the production of documents; will afford the necessary
protection to Avista's, Staffs, and other parties' employees and/or representatives in this
proceeding who might review the information and subsequently be requested to reveal its
contents by setting forth clear cut parameters for use of Confidential Information, and will
protect Confidential Information which might be provided hereafter,
IT IS HEREBY STIPULATED AND AGREED AS FOLLOWS:
1. (a) Confidential Information.
All documents, data, information, studies and other materials furnished that are
claimed to be of trade secret, proprietary or confidential nature (herein referred to as
"Confidential Information") shall be so marked by Avista by stamping the same with a
designation indicating its trade secret, proprietary or confidential nature and printed on "yellow"
paper. Any claim of confidentiality must be accompanied by an attorney's certificate that the
material is protected by law from public disclosure and cite the specific legal authority to support
the claim. IDAPA 31.01.01 .067 and 31.01.01.233. Access to and review of Confidential
Information shall be strictly controlled by the terms of this Agreement.
PROTECTryE AGREEMENT BETWEEN
AVISTA CORPORATIONAND
IDAHO PUBLIC UTILITIES COMMISSION STAFF
(b) Use of Confidential Information
All persons who may be entitled to review, or who are afforded access to any
Confidential Information by reason of this Agreement shall neither use nor disclose the
Confidential Information for purposes of business or competition, or any purpose other than the
purpose of preparation for and conduct of Case Nos. AVU-U-13-01 and then solely as
contemplated herein, and shall keep the Confidential lnformation secure as trade secret,
confidential or proprietary information and in accordance with the purposes and intent of this
Agreement.
(c) Persons Entitled to Review.
Access to Confidential Information shall be limited to counsel of the undersigned
parties, employees, experts, agents or representatives of the undersigned parties who have
executed an Exhibit "A" to this Agreement. Such information will be clearly marked and
protected from unauthorized public disclosure.
(d) Nondisclosure Asreement.
Confidential Information shall not be disclosed to any person who has not signed a
nondisclosure agreement on this form, which is attached hereto as Exhibit "A" and incorporated
herein. The nondisclosure agreement or Exhibit "A" shall require the person to whom disclosure
is to be made to read a copy of this Protective Agreement and to certifr in writing that he or she
has reviewed the same and has consented to be bound by its terms. The Agreement shall contain
the signatory's full name, permanent address, and employer. Such agreement shall be delivered
to counsel for Avista and acknowledged and approved by Avista before disclosure is made.
2, (a) Copies.
No copies or transcriptions of the Confidential Information shall be made by Staff
and/or Avista except as necessary to make the information available to individuals who have
executed an Exhibit "A" to this Protective Agreement.
(b) Return of Conlidential Information.
Upon request of Avista, all original documents and copies of the Confidential
Information shall be: (l) returned to Avista, or (2) shredded by the holder of such documents.
Unless otherwise ordered, Confidential Information, including transcripts of
depositions containing information to which a claim of confidentiality is made, shall remain
under seal, shall continue to be subject to the protective requirements of this Agreement, and
PROTECTIVE AGREEMENT BETWEEN
AVISTA CORPORATION AND
IDAHO PUBLIC UTILITIES COMMISSION STAFF
shall likewise, be retumed to counsel for Avista within thirty (30) days after final settlement or
conclusion of the proceedings before the Commission which Confidential Information is relevant
including administrative or judicial review thereof. After return of documents pursuant to this
Paragraph, and upon request, a written receipt veriffing return shall be provided by counsel.
(c) Return of Notes.
Any notes maintained by a recipient of Confidential Information, which embody or
reflect any of the Confidential Information provided under this Agreement shall, upon request of
Avista, be either returned to Avista or, at the option of the recipient, destroyed.
3. Non-waiver of Obiection to Admissibilitv.
The furnishing of any document, information, data, study or other materials pursuant
to this Protective Agreement shall in no way limit or waive the right of the providing party to
object to its relevance or admissibility in any proceedings before this Commission.
4. Challenee to Confidentialitv.
(a) Initial Challense.
This Protective Agreement establishes a procedure for the expeditious handling of
information Avista claims is confidential. In any proceeding before the Commission, Staff or a
party may challenge the characterization of any information, document, data, or study claimed by
Avista to be a trade secret, proprietary or confidential information. If seeking to challenge the
confidentiality of any information Staff or a party shall first contact counsel for Avista and
attempt to resolve any difference by stipulation. Resolution may include removing the
confidential classifications, creating a non-confidential surlmary, reformatting the information,
etc.
(b) Subsequent Challenee.
In the event that the parties cannot agree as to the character of the information
challenged, a party may challenge the confidentiality of the information by petitioning in any
proceeding in which the information is relevant the Commission to rule upon the disputed
information. The Petition shall be served upon the Commission and all parties to the proceeding
who have signed on Exhibit "A" as provided in this Protective Agreement. The Petition shall
designate with specificity the document or material challenged and state the grounds upon which
the subject material are deemed to be non-confidential.
PROTECTIVE AGREEMENT BETWEEN
AVISTA CORPORATION AND
IDAHO PUBLIC UTILITIES COMMISSION STAFF
(c) Challenee Hearine.
The challenging party shall request that the Commission conduct an in camera
proceeding where only those persons duly authorized to have access to such challenged materials
under this Protective Agreement shall be present. This hearing shall be commenced no earlier
than five (5) business days after serving the Petition on Avista, the Commission, and other party.
The record of the in camera hearing shall be marked "CONFIDENTIAL -. Subject to
Protective Agreement." To the extent necessary, the transcript of such hearing shall be
separately bound, segregated, sealed, and withheld from public inspection by any person not
bound by the terms of this Agreement.
(d) Determination.
The parties will ask the Commission to issue an Order determining whether any
challenged information or material is not properly deemed to be exempt from public disclosure
ptnsuant to the ldatro Public Records Act. (Idaho Code $ 9-335 et seq.) If information is found
to be not exempt from disclosure, parties shall not disclose such challenged material or use it in
the public record or otherwise outside the proceedings for at least five (5) business days unless
Avista consents to such conduct. This procedure enables the providing party to seek a stay or
other relief from the Commission's Order removing the resftictions of this Agreement from
material claimed to be confidential. Such relief may be sought from the Commission or a court
of competent j urisdiction.
5. (a) Receipt Into Evidence.
Provision is hereby made for receipt into evidence in this proceeding of materials
claimed to be confidential in the following manner:
(l) If a party intends to use Confidential Information or to make substantive
reference to Confidential lnformation supplied to it under this
Agreement, it shall give reasonable prior notice of such intention to
Avista and shall provide copies of the used Confidential Information or
substantive reference to Confidential Information only to the providing
party, and such other parties, if any, who have executed an Exhibit o'A"
to this Protective Agreement.
(2) One (l) copy of the used Confidential Information or substantive
reference to Confidential Information described in Paragraph 5(a)(l)
shall be placed in the sealed record.
PROTECTryE AGREEMENT BETWEEN
AVISTA CORPORATION ANI)
IDAHO PUBLIC UTILITIES COMMISSION STAFF
(3) Only one (l) copy of the documents designated to be placed in a sealed
record shall be made, which copy shall be supplied by the providing
parly.
(4) The copy of the documents to be placed in the sealed record shall be
tendered to the Commission, and shall be maintained in accordance
with the terms of this Protective Agreement.
(b) Seal.
While in the custody of the Commission, materials containing Confidential
Information shall be marked "CONFIDENTIAL SUBJECT TO ATTORNEY'S
CERTIFICATE OF CONFIDENTIALITY" and shall not be examined by any person except
under the conditions set forth in this Agreement, if applicable.
(c) .Iz Camera Hearing and Transcripts.
Any Confidential Information that must be orally disclosed at a hearing in the
proceedings shall be offered at an in camera hearing, attended only by persons authorized to
have access to the information under this Protective Agreement. Similarly, any transcription of
any examination or other reference to Confidential Information (or that portion of the record
containing Confidential Information) shall be marked and treated as provided herein for
Confi dential Information. See IDAPA 3 I .0 I .0 I .287.
(d) Access to Record.
Access to sealed testimony, records, and information shall be limited to the
Commission and persons who have signed an Exhibit "A" as provided in this Protective
Agreement, unless such information is released from the restrictions of this Agreement either
through agreement of the parties or after notice to the parties and hearing, pursuant to the order
of the Commission and/or the final order of a court having final jurisdiction.
(e) Appeal.
Should an appeal from the proceeding be taken, sealed portions of the record may be
forwarded to any court of competent jurisdiction for purposes of an appeal, but under seal as
designated herein for the information and use of the court. If a portion of the record is forwarded
to a court under seal for the purposes of an appeal, the providing party shall be notified which
portion ofthe sealed record has been designated by the appealing party as necessary to the record
on appeal.
PROTECTTVE AGREEMENT BETWEEN
AVISTA CORPORATION AND
IDAHO PUBLIC UTILITIES COMMISSION STAFF
6, Destruction.
Unless otherwise ordered, Confidential Information provided pursuant to a discovery
request and this Agreement, including transcripts of any discovery depositions to which a claim
of confidentiality is made, shall remain under seal, shall continue to be subject to the protective
requirements of this Agreement, ffid shall be destroyed within thirty (30) days after final
settlement or conclusion of this matter, including administrative or judicial review thereof.
7. Use in Pleadines.
Where references to Confidential Information in the sealed record or with the
custodian is required in pleadings, briefs, 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 Information contained therein. Any use of or
substantive references to Confidential Information shall be placed in a separate section of the
pleading or brief and submitted to the Commission pursuant to Paragraph 5. This sealed section
shall be serviced only on counsel of record who have signed the non-disclosure agreements set
forth in Exhibit "A" attached to this Protective Agreement, and may, in turn, be disclosed by
them only to individuals who likewise signed Exhibit "A".
8. Summarv of Record.
If deemed necessary by the Commission, Avista shall prepare a written summary of
the Confidential Information referred to in Orders to be issued to the public and the parties.
9. This Protective Agreement shall become effective on the date hereof.
PROTECTIVE AGREEMENT BET}VEEN
AVISTA CORPORATIONAND
IDAHO PUBLIC UTILITIES COMMISSION STAFF
DATED tf,i, Bffi of Decemb er 2013.
By
AVISTA CORPORATION
David J. Meyer
Avista Corporation
P.O.Box3727
l4l1 E. Mission Ave.
Spokane, WA99220-3727
Vice President and Chief Counsel of Regulatory and
Govemment Affairs - Avista Corporation
IDAHO PUBLIC UTILITIES COMMISSION STAFF'
A!;!G*
D. Neil Price
Deputy Attomey General
Idatro Public Utilities Commission
47 2 W est Washington Street
Boise,ID 83702-5918
Attorney Representing
Idaho Public Utilities Commission Staff
By
PROTECTIVE AGREEMENT BETWEEN
AVISTA CORPORATION ANI)
IDAHO PUBLIC UTILITIES COMMISSION STAFF
DATED rhi, B& of Decembe r2ol3.
AVISTA CORPORATION
P.O. Box 3727
l41l E. Mission Ave.
Spokano, WA99220-3727
Vice Presidcnt and Chief Counsel of Regulatory and
Covernment Affalrs - Avista Corporation
IDAIIO PUBLIC UTILITIES COMMISSION STAFT'
By
D. Neil Price
Deputy Attorncy Geneml
Idaho Public Utilities Commission
472 West Washington Street
Boise,lD 83702-5918
Attorney Representing
Idaho Public Utilities Comnrission Staff
PROTEC"rIVE AGREEIIIENT BET}VEEN
AVISTA CORPOMTIONANI'
IDAHO PUBLIC UTILITIES COMMISSION STAFF
EXHIBIT'
I have reviewed the foregoing Protective Agreement dated il / i t.l ,2013
13-01, and agree to be bound by the terms and conditions of such Agreement.
in Case No. AVU-U-
Idaho Public Utilities Commission
Employer or Firm
PO Box 83720. Boise. ID 83720-0074
Business Address
IPUC Staff
Party
ie- l)-aD)3
Date
Name Terri Carlock
PROTECTIVE AGREEMENT BETWEEN
AVISTA CORPORATION AND
IDAHO PUBLIC UTILITIES COMMISSION STAFF