20190123Protective Agreement - Suez.pdf

BETWEEN SUEZ
AGREEMENT
IDAHO N{C. ANID STAFF
UTILITIES COMMISSION
18-02; EAG-W-18-01
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IDAHO PUBLI
Case Nos. S
This Protective Agtcement is entered into this 8th day ofJanuary 2019 by Suez
Water Idaho Inc. ('Suez") and the Stnff of the ldaho Public Utilities Commission ('IPUC').
Recitals:
1. WHEREAS, Suez desires to make available to IPUC certain information
and IPUC desires to examine certain infotmntion, respecting drc Joint Application of Suez
Water ldaho and Fnglc Watet Company for the Acquisition of Eagle Water Company (Case
Nos. SUZ-W-1 8-02; EAG-W-I 8-01).
2. WHEREAS, Suez and IPUC anticipatc thnt Sucz may provide, or make
available fot revierv, certain information considered by Suez to bc of a trade secret,
privileged or con6dential nature (as defined in Idaho Code $9-340 et seq. and $48-801 et
seq)
3. \VHEREAS, Suez rnd IPUC agtee that entcring into a Protective
Agteement will expedite the production of documcnts; rvill afford the nccessary protection
to Suez's rnd IPUC's employces and/or representatives in this procecding rvho might revierv
thc information and subsequendy be requested to teverl its contents by setting forth cleu
cut pf,rxmeters for use of Con6dential Information, and rvill protect Confidential
Information rvhich might be provided hereaftcr,
IT IS HEREBY STIPULATED AIVD AGREED AS FOLLOWS:
1. (a) Confidential Information.
All documents, data, information, studies and other materials furnished that arc
claimed to be of tmde secret, proprictary or confidential nature ftetein referred to as
"Confidential Information") shnll be so marked by Suez by stamping the same with a
designation indicating its trade sccret, proprictary or confidentinl nanrte and printed on
"yellol" paper. Any claim of confidentiality must be rccompanied by an attorney's
certificate that the material is protected by larv from public disclosure and cite the speciEc
legalauthority to support thc claim. IDAPA 31.01.01.067 and 31.01.01.231. Acccss to and
rcvicrv of Confidential Information shall be stricdy conuolled by the tcrms of this
Agreemcnt.
(b) Use of Con{idential Information.
All persons rvho may be entitlcd to rcviel, or rvho a:c afforded access to any
Con6dential Information by rerson of this Agreement shall neither usc nor disclose thc
Confidential Information for purposes of business or compe tition, or any purpose other
than thc purpose of prcparation for and conduct of Case Nos. SUZ-W-I8-02; EAG-W-I8-
01 and then solely !s contemplated herein, and shall keep the Confidential lnformation
secure as trade secret, confidential or proprictary information and in accordance rvith the
purposes and intent of this Agrccmcnt.
Protective Agreement-l
(c) Pesons Entitled to Review.
Access to Confidcntial Information sholl be limited to legal counsel of the
undersigned parties, employees, experts, agents or representatives of the undersigned parties
rvho have executed an Exhibit "A" to this Ptotective Agteement. Such information nrill be
clearly marked and protected ftom unauthorized public disclosure. With respect to any party
that is an incoryorated or unincoqporated association, access to Confidential [nformation
shall be lirnited to such party's legal counsel, experts and one designated representative of
such association, each of rvhom shall be required to e.\ecute the Exhibit "A" nondisclosue
agreement
(d) Nondisclosurc Agteement.
Confidential Information shall not be disclosed to any person rvho has not signed a
nondisclosure agrccment in thc form, rvhich is attached hercto as Exhibit "A" and
incorporatcd herein. The nondisclosurc agrccment on Exhibit "A" shdl requirc the pcrson
to rvhom disclosure is to bc madc to rcnd a copy of this Protectivc Agreement and to certify
in rvriting that he or she has rcvierved the same and has consented to be bound by its terms.
Thc nondisclosure agrcement shall contain the signatory's full name, permanent nd&ess, lnd
cmployer. Such nondisclosure agrcement shall be dclivered to counsel for Suez and
acknorvledged and approved by Suez before disclosure is madc.
2. (") Copies.
No copics or transcriptions of thc Con6dential Information shdl be made by IPUC
md/or Suez except as necessary to make the information availablc to individuals rvho havc
executed an Exhibit "A" to this Protcctive Agteement.
(b) Rerum of Confidential Information.
Upon request of Suez, all original documents and copies of thc Confidendal
Information shall be: (1) rerutned to Suez, or (2) shredded by the holder of such documents.
Unless othenvise ordered, Confidential Information, including transcripts or
depositions contdning information to rvhich a clairn of confidentiality is made, shall remain
undcr seal, shall continue to be subiect to the protective requircmcnts of this Protective
Agpeemcnt, and shall likewise, be retumed to counsel for Suez rvithin thirty (30) days aftcr
final setdemcnt or conclusion of the procecdings beforc the Commission rvhich ConEdential
Information is relevant including administrativc or iudicial revierv thereof. AU Confidential
Information produced in electronic or digiml format shall be stored on a secure server in a
manner so that all such 6les, including all backups of such ftlcs, can be automatically deleted
so ns to comply with this Protective Agteement. After retum of documenm and/or deletion
of elecuonic or digital files pursuant to this Paragtaph, and upon reguest, a rvdtten receipt
vedSing return, destruction and/or dclction shall bc provided by counsel.
(c) Return of Notes.
Any notes mrintained by a recipient of Confidencld Information, rvhich embody or
rellect any of the Con6dential Information provided under this Protective Agreement shall,
upon reguest of Suez, be rerumed either to Suez or, at the option of thc recipient, desuoyed
3. Non-waiver of Obiection to Admissibility.
Thc fumishing of any document, information, data, study or other materials
pursuant to t}is Progecdve Agreement shall in no wxy limit or rvaive the right of thc
providing party to obiect to its relevance or admissibility in any proceedings before this
Commission.
4. Challenge to Confidentiality,
(a) Initiat Challenge.
This Protective Agrecmcnt cstablishcs a procedure for the expeditious handling of
information Suez clr.ims is confidential. In any proceeding before the Commission IPUC
may challengc the characterieation of any information, document, data, or study claimed by
Suez to be a uade secret, proprie tary or con6dential information. If sceking to challenge the
con6dentintity of nny information IPUC shall 6.rst contact counscl for Suez and attempt to
rcsolvc any differcnce by stipulation. Resolution may include removing the con6dential
classifications, creating a non-confidential sumrnary, reformatting the informadon, ctc.
(b) Subsequent Challenge.
In thc cvent thnt the partics cannot agree as to thc character of thc information
challenged, IPUC may challenge the confidentialiry of the information by petitioning in any
proceeding in rvhich the information is relevant the Commission to rule upon the disputed
information. The Petition shall bc sen ed upon the Commission and all parties to thc
proceeding rvho have signed on Exhibit "A" As provided in this Protective Agtecment. The
Petition shall designate rvith specificity the document or material challenged and state the
gtounds upon rvhich the subiect material are deemed to be non-confidential by IPUC.
(c) Challenge Hearing.
IPUC shall request that the Commission conduct an in canera proceeding rvhere only
those persons duly authorized to lrave acccss to such chnllenged materials under this
Protective Agreement shall be present. This headng shall be commenced no earlier than 6ve
(5) business days after serving the Petition on Sucz and the Commission. The record of the
in ruuera hcaring shall be marked "CONFIDENTLAI-SubiecI to Protective Agreement."
To the extent necessary, tlre transcript of such hcaring shall be separately bound, segregated,
sealed, and withheld from public inspection by any person not bound by thc terrns of this
Protective Agreement.
(d) Determination.
The parties rvill ask the Commission to issue rn Order dctermining rvhether any
challenged information or material is not properly deemed to be exempt from public
disclosure pursuant to the ldaho Public Rccords Act. (Idaho Code $ 9-335 et seq) If
information is found to be not exempt from disclosure, IPUC shall not disclose such
challenged material or use it in the public record or othenvise outside the procecdingp for at
least 6ve (5) business days unless Suez consents to such conduct. This procedure endbles
the providing party to seek a stay or other relief from the Commission's Order removing the
resuictions of this Protective Agreement ftom material claimed to be confidential. Such
relief may be sought ftom the Commission or a court of competent iudsdiction.
5. (a) Receipt Into Evidence.
Provision is hercby made for rcccipt into cvidence in this proceeding of matedals
claimcd to be confidential in the follorving manncr:
l) If IPUC intends to use Confidential Information or to mnke substantive refetcnce to
Confidential lnformation supplied to it undcr this Protectivc Agreement, it shall give
reasonable prior notice of such intention to Sucz and shrll provide copies of the
used Con6dential Information or substantive reference to Confidential Information
only to the providing parg, nnd such other parties, if any, rvho havc cxecutcd rn
Exhibit "A" to this Protective Agteement.
2) Onc (1) copy of the used Con6dential Informadon or substantivc rcference to
ConEdcntial Information or substnntive reference to Con6dential Information
described in Paragmph s(a)(l) shall bc placcd in the scaled recotd.
3) Only one (1) copy of the documents designated to be placed in a sealed record shall
be rnrde, which copy shall be supplicd by the providing party.
4) The copy of the documents to be placed in the sealed record shnll be tendered by
counsel for Suez to the Commission, and shall be maintained in nccordance with thc
terms of this Protcctive Agreement.
O) Seal.
While in thc custody of the Commission, materials containing Confidential
Information shall be marked "CONFIDENTIAL -SUBJECT TO ATIORNEY'S
CERTIFICATE OF CONFIDENTIALITY" and shall not be examined by any person
escept under the conditions set forth in this Protcctivc Agrccment, if applicable.
(c) fn Camera Hearing and Ttanscripts.
Any Con6dential Information that must be orally discloscd at a hearing in the
proceedings shall be offered rt an fu canero headng, attendcd only by persons authorized to
have access to rhe information under this Protectivc Agrecment. Similady, any ransctiption
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 ConEdential Information. See IDAPA 31.01.01.287.
(d) Access to Record.
Access to scaled tcstimony, recotds, and information shall be limited to the Commission and
persons rvho have signed an Exhibit "A" as provided in rhis Protecdve Agteement, unless
such information is released from the testrictions of this Protective Agrcement either
duough agreement of the parties or after notice to the parties and hearing, pussuant to thc
ordet of the Commission rndf or the 6nal ordcr of a court having 6nal jurisdiction.
(e) Appeal.
Should an appeal from the proceeding be taken, sealed portions of the record mny be
fonvarded to any court of compctcnt iurisdiction for purposes of an appeal, but under seal
as designated herein for the information and use of the cout. If a portion of the record is
fonvarded to a cout under scal for the purposes of an appeal, the providing party shall be
notiEed rvhich portion of thc sealed record has been designated by the appealing party as
necessary to the record on appeal.
6, Destruction.
Unless othenvise ordered, Confidential Information provided pursuant to n
discovery regucst and this Protective Agrcement, including transcrips of rny discovery
depositions to rvhich a claim of confidentiality is rnadc, shall remain under serl, shall
continue to be subject to thc protective reqrrirqmg.ts of this Proteccive Agrecment, and shall
bc destroyed rvithin thirry (30) days after final setdement or conclusion of this matter,
including adminisuativc or judicial revicrv thereof.
7, Use in Pleadings.
Wherc rcfercnces to Confidential Information in the sealcd rccord or with the
custodian is required in pleadings, briefs, arguments, or motions (except as provided in
Paragtaph 5), it shaU be by citation to tidc or cxhibit number or some othcr dcscription that
rvill not disclose the substantive Confidential Information contained therein. r\ny use of
or substantive teferences to Con6dential fnformation shall be placed io a separate section of
the plerding or brief and submitted to the Commission pwsuant to Paragraph 5. This sealed
section shall be served only on counsel of tecord rvho have signed the non-disclosure
agteements set forth in Exhibit "A" attached to this Protective Agreement, and may, in tum,
be disclosed by them only to individuals rvho likewise signed Exhibit "A".
8. Summary of Record.
If dccmed necessary by the Commission, Suez shall prepare a rvritten summary of
the Confidential Information rcfercd to in Orders to be issued to the public and the parties.
9. This Protective Agteement shall become effective on the date heteof,
DATED this ffiayof January, 20 I 9.
Suez WATER IDAHO INC.
By:
Michael C. Creamer
Givens Pursley LLP
Attorneys for Suez Water ldaho Inc.
IDAHO PUBLIC UTILITIES COMMISSION
STAF'F
Idaho Public Utilities Commission
Karpen
0. This Protcctivc Agrecment shall becosre elfcctivc on rhe d*tc hcreof.
IIATED thisffiayofJanuary,20l9.
Sue WATER IDAHO INC.
By
c.
Givens Pursley LLP
Atlorneys [or Suez lfater ldaho Inc.
IDAHO PUBLTC UTILITIES COMMISSION
STAFT
By:
Publie Utilities Commission
BXHIBIT "A"
I have revierved the foregoing Protective Agreement dated January -W ,2019, in
Case Nos. SUZ-W-18-02; EAG-W-18-01 and agree to be bound by the terms and conditions of
such Agreement.
Sean Costello, Deputy Attorney General
Idaho Public Utilities rs.ston
Employer or Firm
472 W. Washinqton Street. Boise.lD 83702-5918.
Business Address
Commission Staff
Party
t/c/dtz
Date
PROTECTIVE AGREEMENT
4
T.XHIBIT "A'
oAeI have reviewed the foregoing Protective Agreement dated January _0 2019, in
Case Nos. SUZ-W-I8-02; EAG-W-I8-01 and agree to be bound by the terms and conditions of
such Agreement.
Idaho Puhlic I Jtilities
Employer or Firm
472 W. Washington Street. Boise.lD F3702-5918
Business Address
Commission Staff
Party
{rt^uo*. {' ,}t}|fl
Da16l-
ii!, '
i
L/
PROTECTTVE AGREEMENT
,M
Kathi sto{yton
I f
EXHIBIT ..A"
I have reviewed the foregoing Protective Agreement dated January _, 2019, in
Case Nos. SUZ-W-18-02; EAG-W-18-01 and agree to be bound by the terms and conditions of
such Agreement,
-\.{\Jerri LolJhcI
Teni Carlock
Idaho Public Utilities Commission
Employer or Firm
472 W. Washinston - Roise- ID 83702-5918
Business Address
Commission Staff
Party
Date
I
PROTECTIVE AGREEMENT
EXHIBIT ..A''
I have reviewed the foregoing Protective Agreement dated January $M ,2019, in
Case Nos. SUZ-W-18-02; EAG-W-18-01 and agree to be bound by the terms and conditions of
such Agreement.
Mike Louis
Idaho Public Utilities Commission
Employer or Firm
472 W. Washine[on Street,Eoise. ID 83702-5918
Business Address
Commission Staff
Party k
Date
PROTECTIVE AGREEMENT
EXHIBIT "A''
I have reviewed the foregoing Protective Agreement dated January -fl'll , 2019, in
Case Nos. SUZ-W-I8-02;
such Agreement.
ft+Q'-W-t 8-01 and agree to be bound by the terms and conditions of
eAh
,y Erd
Idaho Public Utilities
Employer or Firm
472 W. Washington Street. Boise.ID 83702-5918
Business Address
Commission Staff
Party
I tr
Date
PROTECTTVE AGREEMENT
EXHIBIT *A''
I have reviewed the foregoing Protective Agreement dated January -,fl- 2019, in
Case Nos. SUZ-W-I8-02; EAG-W-I8-01 and agree to be bound by the terms and conditions of
such Agreement.
Yin
Idaho Public Utilities Commission
Employer or Firm
472 )V. Washineton Street. Boise.lD 83702-5918
Business Address
Commission Staff
Date
Party
t
PROTECTIVE AGREEMENT
I
I have reviewed the foregoing Protective Agreement dated January B , 2019, in
Case Nos. SUZ-W-18-02; lfAGcW-18-01 and agree to be bound by the terms and conditions of
such Agreement. gAq
EXHIBIT "A'
Keller
Idaho Public Utilities Commission
Employer or Firm
472W. Washinston Street. Boise.ID 83702-5918
Business Address
Commission Staff
Pafiy
3 tq
Date
"rd
PROTECTIVE AGREEMENT
II
EXHIBIT "A''
I have reviewed the foregoing Protective Agreement dated January 84t ,2019, in
Case Nos. SUZ-W-18-02; EAG-W-I8-01 and agree to be bound by the terms and conditions of
such Agreement.
{
Culbertson
Idaho Public Utilities
Employer or Firm
472 W. Washineton Street. Boise.,lD 83702-5918
Business Address
Commission Staff
Party
PROTECTIVE AGREEMENT
EYHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January 3!L2019, in
Case Nos. SUZ-W-I8-02; EAG-W-I8-01 and agree to be bound by the terms and conditions of
such Agreernent.
ldaho Public Utilities
Employer or Firm
472 W. Washington Sheet. Boise.ID 83702-5918
Business Address
Commission Staff
Party
Date
PROTECTTVE AGREEMENT