20180312Protective Agreement.pdf

Fts-ur-t?-ol
RECEIVED
t[i$ t'lAR I 2 A]l l0: 55PROTECTIVE AGREEMENTBETWEEN r,_ , .,-,.j:LiC
NW Natural Water Company, LLC and Northwest Natural Grs Company htlfi, iCi'iFllSSlON
IDAHO PUBLIC UTILITIES COMMISSTON STAFT
(AND OTHER PARTTES AS APPLTCABLE)
This Protective Agreement is entered into this 2lst day of February by NW Natural Water
Company LLC and No*hwest Natural Gas Company and the Idaho Public Utilities Commission
(Stafl), and other parties ns applicable.
Recitals:
I . WHEREAS, NW Natural Water Company, LLC and Norttrwest Natural Oas Company
(collectively, the "Company'') and Staff of the Idaho Public Utilities Commission (hereinafter
"Staff') anticipate that parties to this proceeding rnay make rcqucsts to provide, or make available
for review, certsin infonnatiog considered by its custodian to be of a trade secrpt, privileged or
sonfidential naturc (hereinafler "Confidential Information") as defincd in ldaho Code $$ 74-lA7
through 7+lO9 and 48-801.
2. WHEREAS, the Company and the undersigned parties agree that entering into a
Protective Agreemant will expedite fte production of documents; will afford the necessary protection
to the Cornpeny's and the undersigncd parties' cmployees and/or representatives in the proceeding
who might review the information and subsequently be requestEd to reveal its contents by setting
for& clear cut parameters for use of Confidential Informatiorl and will protect Confidential
Information which might be provided during lhe coursc of the proceedings, now therefore,
IT IS HEREBY STTPULATED AIID AGREED AS FOLLOWS:
t. (a) Confidentirl Inform$tion
All docurnents, data, information, studies and other materials furnishad pursuant to any
requests for information, subpoenas or other modes of discovery (formal or informal), and including
depositions, that are claimed to be "Confidential Information" shall be so marked by the party or
entity providing the information by stamping the same with a designation indicating its trade secret"
proprietary or confidential nature and printed on "yellow" paper. IDAPA 31.01.01.067.02. If in
electonic form, ths Confidential lnformation shall be reproduce d separately on a CD-ROM or otrer
approved storage device and clearly markcd as Confidential Information. Id. A claim of
confidentiality must be accompanied by an attomey's certificate that the material is protected by law
PROTECTTVE ACREEMENT I
from public disclosure and cite the specific legal authority to support the claim. See Rules 67.03 and
233; IDAPA 3l,01.01.067.03 and .233.
(b) Protec.tion of Confide+-tiql Informadon
Access to and revierv of Confidential Information shall be shictly conholled by the terms of
this Agreement. Unless othsrwise 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 shall not be
disclosed 1o individuals who have not executed the nondisclosure agreement set forth in Exhibit "A."
IDAPA 3 1.0t.01.067,03-.04,,287 .
(c) Use of Confidcndal Inf,ormation
AII persons who may be entitled to review, or who are afforded access to any Confidential
Information by reason of this Agrccment shall neither use nor disclose the Confidential Information
for purposes of business or competition, or any purposo other than the purpose ofpreparation for and
conduct of the proccedings, and then solely as contanplatcd herein, and shall keep the Confidential
Information secure Bs trade secret, confidcntial or pmprietary information and in accordance with the
purposes and intent of this Agreement,
(d) P.frsons Entitled tg-Review
Access to Confidential Infiormation 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
unauthorircd publ ic disclosure.
(e) Non-disclosure Aereemeqt
Confidential Information shall not be disclosed to any person who has not signed B non-
disclosure agreemcnt on this form, which is attached hereto as Exhibit "A" and incorporated herein.
The non-disclosure agreement or Exhibit n'A" shall require the person to whom disclosure is to be
made to read a copy of this Protective Agreanent and to certify in writing that he or she has
reviswed 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 the providing parly, before disclosure is made.
1PROTECTIVE AGREEMENT
2. Cooles
No copies or transcriptions of the Confidential lnformation shall be made by the recipient
cxcopt as nccessary to makc thc information available to individuals who havs executed an Exhibit
"A" to this Protective Agreement.
3, Non-waivsr of Oliection to .4.dmirsibility
The furnishing of any docurncnt, information, data, study or other materials pursuant to this
Protective Agreernent shall in no wey limit or waive the right of the providing party to object to its
relevance or admissibility in any proceedings before this Commission.
4. thellenee to Con{identis[tv
(a) Initial Challengq
This Protective Agreernent establishes a procedure for the expeditious handling of
information that a party claims is confidential. Any pafiy may chollenge the characterization ofany
information, documenq data or study claimed by the providing party to be a trade secret, proprietary
or confidential information. A party seeking to challenge the confidentiality of any information shall
first contact counsel for the providing party and attempt to resolve any difference by stipulation.
Resolution rnay include removing the confidential classifications, cresting a non-confidential
summary, reformating the information, etc. IDAPA 31.01.01.067.04.
(b) SubsequeqtChallqnsc
In the event that the parties cannot agree as to the character of the information challenged,
any party challenging ths confidentiality may petition the Commission to rule upon the disputed
information. The Petition shall be served upon the Commission and all parties to the case who hsve
signed on Exhibit "A" as provided in this Prolective Agreemcnt. The Petition shall designate with
specificity the document or material challcnged and state thc grounds upon which the subject
material are deerned to be non-confidential by the challenging party.
(c) thsllsnee Hcirlrtq
The challenging party shall request that the Commission conduct an in-camerq proceeding
where only those per$ons 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 the providing party and the Commission. The record of
the ia camera hearing shall bc markcd "CONFIDENTIAL - SubJect to Protective Agreement."
3PROTECTIVE AGREEMENT
To the extent necessary, the transcript of such hearing shall be separately bound, segpegated, sealed,
and withheld from public inspection by any person not bound by &e terms of this Agreement. See
Rule 287, IDAPA 31.01,01.287.
(d) Detcmtinrtiou
The parties will ask thc Commission to issue an Order determining whether any challenged
information or material is not properlydeemed to be exempt from public disclosure pursuant to the
Idaho Public Records Act(Idaho Code $$ 74-l0l th,rough ?4-126). Ifinformation is found to be not
exempt from disclosure, no party shall disclose such challenged material or use it in the public
record, or otherwisc outsidc thc proceedings for at least fivc (5) business days unless the providing
party consents to such conduct. This procedure enables the providing party to seek relief and to
separate non-exempt material from that found to be confidential. Such reliefmay be souglrt &om the
Commission or a court of competent jurisdiction.
5. (n) Receiot [n(q Evldcace
Provision is herebymade forreceipt into evidence in this proceedingofmaterials claimed to
be confidential in the following manner:
(1) If the requestiag pady intends to use Confidential Information or to make
substantive refersnce to Confidential Information supplied to it under this
Agreement, it shall give reasonable prior notice of such intcntion to the
providing party and shall provide copies of fieused Confidentinl Infonnation
or substantive reference to Confidential Information only to the providing
pafty, and such otherparties, ifany, who have executed an Exhibit "A" to this
Protoctive Agreement.
@ One (l ) copy of the used Confidential Information or substantive refcreoce to
Confidential Information or substantive reference to Confidential lnformation
described in paragraph s(aXl) shall be placed in the sealed record.
(3) The copy of the documents to be placed in the sealed record shall be tendered
by counsel for the providing party to the Commission, and shall be
maintained in accordance with the terms of 0ris Protective Agreement.
4PROTECTTVE AGREEMENT
(b) F,el
While in the custody of the Commission, materials containing Confidential Information shall
be marked "CONtr'IDENTIAL ' SUBJECT TO ,A,TTORNEY'S CERTIFICATE OF'
CONFIDENTIALITY" and shall not bc examined by any person except under the conditions set
forth in this Agreernent, if applicable.
(c) Iz Cansra Heerinq snd Tfq*scrt[t!
Any Confidential lnformation &at must be orally disclosed at a hearing in the proceedings
shall be offered al an ht camera hearing, attended only by persons authorized to have access to the
information under this Protective Agreement. Rule 243, IDAPA 31.01.01.243. Similarly, any
hanscription of any examination or other reference to Confidential Information (orthat portion ofthe
record containing Confidential lnformation) shall be marked and treated as provided herein for
Confidential Information. Rulc 287, IDAPA 31.01.01.287.
(d) Acccss to Rccord
Access to sealed testimony records, and information shall be limited to tlre Commission and
persons who have signed an Exhibit "A" as providcd in this Protective Agreement, unless such
information is released from the restrictions of this Agreement either tluough agreernent of the
parties or after notice to the parties and hearing, pursuant to the order of the Commission and/or thc
final order of a court having finnl jurisdiction.
(c) Appeal
Should an appeal from the proceeding be taken, sealed portions of the record may be
forwardcd to 8ny court of competent jurisdiction for purposes of an appeal, but under seal as
designated herein for the inforrnation and use of the court, See Idaho Court Administrative Rules
32(gXl),(15),and(i). Ifapodonoftherecordisforwardedtoacourtundersealforthepurposesof
an appeal, the providing party shall bc notified which portion of the sealed record has been
designated by the appealing parly as necessary to the record on appeal.
6. Use in Plegdines
Where refcrcnces to Confidcntial lnformation 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 dessription that will not disclose the substantivc
Confidential Information contained therein. Any use of or substantivc rsficrences to Confidential
5PROTECTTVE AGREEMENT
Information shall be placed in a separate sectiort of the pleading or brief and submitted to th€
Commission pursuant to Paragraph 5. This sealed section shall be served onlyon counsel ofrscord
who havs signcd the nondisclosure agreements set forth in Exhibit "A" attached to this Protcctivc
Agreement, and may, in turn, be disclosed by them only to individuals who likewise signed Exhibit
,,Arr.
7. SumnlaEy of Record
If deemed necessary by the Commission, the providing parties shall prepare a written
summary of the Confidential Information referred to in Orders to bc issued to the public and the
parties.
8. Return or Destruction pf 9g.Jtfidential Information
(a) Upon request of the providing party, all original documents and copies of the
Confidential Information shsll be: (l) retumed to the providing part$ or (2) orat thc option of the
recipient destroyed within thirty (30) days aftcr the final settlement or conclusion of the proceedinp,
including administrative or judicial review thereof Aftcr return or destruclion of documents
pursuant to this paragraph, and upon request, a written receipt veriffing retum or deshrction shall be
provided by counsel.
(b) On a case-by-case basis and upon notification to the utility, the Commission Staff
may retain one copy of the Confidcntial Information undcr rcal. Notwithstanding any other
provision in this Agreement, any member of Staffrnay review and use that copy of the Confidential
Information outside thi s proceeding while perlorming his or her duties as a Staffmember by signing
an Exhibit A. Stafls use and disclosure of the Confidential Information in s later Commission
prooeeding shall be subject to any protective agreement signed in the subsequent proceeding.
(c) Any notes maintained by a recipient of Confidential Information which ernbody or
reflect any of the Confidential Information provided under this Agreerncnt shall, upon request of the
providing party, bc either retumed to the providing party or, at the option of the recipient, destroyed.
9. Effective Dete
This Protective Agrecmcnt shall bccome effective on the datc hereof.
6PROTECTIVE ACREEMENT
DATED this r?l .. day s1 f.s*^*t ,2A!4,
NW Natural Water Comprny, LLC ard NlV Natural Gas Couprny
Preslon N. Carter
Givens Pursley, LLP
Attorncys Represanting NW Nafiral Water Company, LLC and
II\M Natural Gas Company
TDAIIO STAFF
Utilities Commission
472 Wcst Washingon Strcet
Boise,ID 83702
Attorney Reprcscnting
Idaho Public Utililies Commission Staff
7PROTECTTVE AGREEMENT
rt.,
EXHIBIT "A'
I have reviewed the foregoing Protective Agreement dated this 2l't day of February 2018 in Case No.
FLS-W-18-01 and agree to be bound by the terms and conditions of such Agreement.
Prrhlic I Iti litieq Cnrnrrricsinn
Employer or Finn
472 W. Wqshinston Street. Boise.lD 83702
Business Address
Commission Staff
Zo
Date
Party
lo*%fffu*
Bentley Erdwdrm
EXIIIBIT ..A'
I have reviewed the foregoing Protective Agreement dated this 2l'tday of February 2018 in Case No.
FLS-W- I 8-01 and agree to be bound by the terms and conditions of such Agreement.
Puhlic t Iti lities Commission
Employer or Firm
472W. Washinston Street, Boise. ID 83702
Business Address
Cnmmiccinn Strff
Party
Date
EXHIBIT *A"
I have revierved the foregoing Protective Agreement dated this 21" day of February 2018 in Case No.
FLS-W- l 8-01 and agree to be bound by the terms and conditions of such Agreement.
iI
I
Public Utilities Commission
Employer or Firm
472W. Washineton Street. Boise.ID 83702
Business Address
Commission Staff
Party
L /rj /l$
Date
EXHIB[T "A"
I have reviewed the foregoing Protective Agreement dated this 2l'tday of February 2018 in Case No.
FLS-W- I 8-01 and agree to be bound by the terms and conditions of such Agreement.
au L /-/*.U
Chris Hecht
Public Utilities Commission
Employer ar Firrn
472W. Wa.shinston Street. Boise. ID 83702
Business Addres.s
Commis.sion Staff
Party
3/4/1s
Date
I have reviewed the foregoing Protective
FLS-W-I8-01 and agree to be bound by the
EXHIBIT "A'
Public Utilities Commission
dated this 21"day of February 2018 in Case No.
of such Agreement.
Employer or Firm
472W. Washinston Street. Boise. ID 83702
Business Address
Commissinn Staff
Party
-{-zs-/N
Date
EXHIBIT ..AI'
I have reviewed the foregoing Protective Agreement dated this Zl't day of February 2018 in Case No.
FLS-W-18-01 and agree to be bound by the terms and conditions of such Agreement.
Teni Carlock
Public Utilities Commission
Employer or Firm
472 W . Washinston Street.ise ID 83702
Business Address
Commission Staff
Party
Date