20190124Protective Agreement- Eagle .pdf

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PROTECTIVE AGREEMENT
BEIWEEN EAGLE \MATER COMPANY, tNC. AND STAFF OF THE i"- '-i
IDAHO PUBLIC UTILITIES COMMISSION
Gse Nos. SUZ-W-I&02; EAG-W;18O1
EWCO PROTECTIVE AGREEMENT-I
This Protective Agreement is entered into this 22^d day of January 2019 by Eagle
Water Company, Inc. ['EWCO") and the Staff of the ldaho Public Utilities Commission
['lPUC"].
Recitals:
l. WHEREAS, EWCO desires to make available to IPUC certain information and
IPUC desires to examine certain information, respecting the Joint Application of Suez Water
ldaho and Eagle Water Company for the Acquisition of Eagle Water Company [Case Nos.
SU Z-W-18-02; EAG-W-18-011.
2. WHEREAS, EWCO and IPUC anticipate that EWCO may provide, or make
available for review, certain information considered by EWCO to be of a trade secret,
privileged or confidential nature [as defined in ldaho Code 574-101, et seq. and 548401 er
seg.)
3. WHEREAS, EWCO and IPUC agree that entering into a Protective
Agreement will expedite the production of documents; will afford the necessary protection
to EWCO's and IPUC's 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
lnformation which might be provided hereafter,
IT IS HEREBY STIPULATED AND AGREED AS FOLLOWS:
1. Gl Confidential lnformation.
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 lnformation"l shall be so marked by EWCO 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 31.0I.01.057 and 31.01.01.233. Access to and
review of Confidential lnformation shall be strictly controlled by the terms of this
Agreement.
[b] Use of C-onfidential Information.
All persons who may be entitled to review, or who are afforded access to any
Confidential lnformation 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. SUZ-W-\*O2; EAG-W-I&OI and
then solely as contemplated herein, and shall keep the Confidential lnformation secure as
EWCO PROTECTIVE AGREEMENT_z
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 lnformation shall be Iimited to legal counsel of the
undersigned parties, employees, experts, agents or representatives of the undersigned parties
who have executed an Exhibit "A" to this Protective Agreement. Such information will be
clearly marked and protected from unauthorized public disclosure. With respect to any
party that is an incorporated or unincorporated association, access to Confidential
lnformation shall be limited to such party's legal counsel, experts and one designated
representative of such association, each of whom shall be required to execute the Exhibit "A"
nondisclosure agreement.
[4 Nondisclosure Agreement
Confidential lnformation shall not be disclosed to any person who has not signed a
nondisclosure agreement in the form, which is attached hereto as Exhibit "A" and
incorporated herein. The nondisclosure agreement on Exhibit "A" shall require the person to
whom disclosure is to be made to read a copy of this Protective Agreement and to certify in
writing that he or she has reviewed the same and has consented to be bound by its terms.
The nondisclosure agreement shall contain the signatoq/s full name, permanent address, and
employer. Such nondisclosure agreement shall be delivered to counsel for EWCO and
acknowledged and approved by EWCO, in its sole discretion, before disclosure is made.
2. [a)Copies.
No copies or transcriptions of the Confidential lnformation shall be made by IPUC
and/or EWCO except as necessary to make the information available to individuals who have
executed an Exhibit "A" to this Protective Agreement.
[b] Return of Confidential lnformation.
Upon request of EWCO, all original documents and copies of the Confidential
lnformation shall be: 0l returned to EWCO, or [2] shredded by the holder of such
documents.
Unless otherwise ordered, Confidential Information, including transcripts or
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 Protective
Agreement, and shall likewise, be returned to counsel for EWCO within thirty [30] days
after final settlement or conclusion of the proceedings before the Commission which
Confidential lnformation is relevant including administrative or iudicial review thereof. AII
Confidential Information produced in electronic or digital format shall be stored on a secure
seryer in a manner so that all such files, including all backups of such files, can be
EWCO PROTECTIVE AGREEMENT-3
automatically deleted so as to comply with this Protective Agreement. After return of
documents andlor deletion of electronic or digital files pursuant to this Paragraph, and upon
request, a written receipt verifying return, destruction and/or deletion shall be provided by
counsel.
[c] Return of Notes.
Any notes maintained by a recipient of Confidential lnformation, which embody or
reflect any of the Confidential Information provided under this Protective Agreement shall,
upon request of EWCO, be returned either to EWCO or, at the option of the recipient,
destroyed.
3. Non-waiver of Objection to Admissibility.
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 obiect to its relevance or admissibility in any proceedings before this Commission.
4. Challenge to Confidentialig.
[a] Initial Challenge.
This Protective Agreement establishes a procedure for the expeditious handling of
information EWCO claims is confidential. ln any proceeding before the Commission IPUC
may challenge the characterization of any information, document, data, or study claimed by
EWCO to be a trade secret, proprietary or confidential information. If seeking to challenge
the confidentiality of any information IPUC shall first contact counsel for EWCO and
attempt to resolve any difference by stipulation. Resolution may include removing the
confidential classifications, creating a non-confidential summary, reformatting the
information, etc.
[b] Subsequent Challenge.
ln the event that the parties cannot agree as to the character of the information
challenged, IPUC 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 by IPUC.
[c] Challenge Hearing.
IPUC 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
EWCO PROTECTIVE AGREEMENT-_4
[5] business days after serving the Petition on EWCO and the Commission. 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
Protective 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 pursuant to the ldaho Public Records Act. fldaho Code S 74-101, et seq.) lf
information is found to be not exempt from disclosure, IPUC shall not disclose such
challenged material or use it in the public record or otherwise outside the proceedings for at
Ieast five [5J business days unless EWCO consents to such conduct. This procedure enables
the providing party to seek a stay or other relief from the Commission's Order removing
the restrictions of this Protective Agreement from material claimed to be confidential. Such
relief may be sought from the Commission or a court of competent jurisdiction.
5. [a] Receipt lnto Evidence.
Provision is hereby made for receipt into evidence in this proceeding of materials
claimed to be confidential in the following manner:
ll lf IPUC intends to use Confidential lnformation or to make substantive reference to
Confidential Information supplied to it under this Protective Agreement, it shall give
reasonable prior notice of such intention to EWCO and shall provide copies of the
used Confidential lnformation or substantive reference to Confidential Information
only to the providing party, and such other parties, if any, who have executed an
Exhibit "A" to this Protective Agreement.
2) One [1] copy of the used Confidential Information or substantive reference to
Confidential lnformation or substantive reference to Confidential lnformation
described in Paragraph 5[a]01 shall be placed in the sealed record.
O Only one flJ copy of the documents designated to be placed in a sealed record shall
be made, which copy shall be supplied by the providing party.
4l The copy of the documents to be placed in the sealed record shall be tendered by
counsel for EWCO 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
EWCO PROTECTIVE AGREEMENT_s
OF CONFIDENTIALITY" and shall not be examined by any person except under the
conditions set forth in this Protective Agreement, if applicable.
[c] In Camen Haring and Transcripts.
Any Confidential Information that must be orally disclosed at a hearing in the
proceedings shall be offered at an in emera 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 lnformation lor that portion of the
record containing Confidential lnformationl shall be marked and treated as provided herein
for Confidential lnformation. See IDAPA 31.01.01.287.
[4 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 Protective Agreement either
through agreement of the parties or after notice to the parties and hearing, pursuant to the
order of the Commission andi 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 iurisdiction 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 of the sealed record has been designated by the appealing pafi as
necessary to the record on appeal.
5. Destruction.
Unless otherwise ordered, Confidential lnformation provided pursuant to a discovery
request and this Protective 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 Protective Agreement, and shall be destroyed within
thirty [30] days after final settlement or conclusion of this matter, including administrative or
judicial review thereof.
7. Use in Pleadings.
Where references to Confidential lnformation in the sealed record or with the
custodian is required in pleadings, briefs, arguments, or motions [except as provided in
Paragraph 51, 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 lnformation shall be placed in a separate section of the
pleading or brief and submitted to the Commission pursuant to Paragraph 5. This sealed
EWCO PROTECTIVE AGREEMENT-5
section shall be served 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. Summary of Record.
lf deemed necessary by the Commission, EWCO 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.
DATED this 22nd day of January,2019.
EAGLE WATER COMPANY, tNC. IDAHO pUBLtC UTTLITIES
STAFF
ba-
Molly
By:
A
Bi PLLC,
Sean Costello
Deputy Attorney General
for Eagle Water Company, lnc. ldaho Public Utilities Commission
EWCO PROTECTIVE ACREEMENT-7
EXHIBIT ..A''
I have reviewed the foregoing Protective Agreement dated January 22,2019, in Case
Nos. SUZ-W-18-02; EAG-W-18-01 and agree to be bound by the terms and conditions of such
Agreement.
Idaho Public Utilities Commission
Employer or Firm
472 W. Washington Street. Boise. ID 83702-5918
Business Address
Commission Staff
Party
0t
Date
EWCO PROTECTIVE AGREEMENT-8
EXHIBIT ..A"
I have reviewed the foregoing Protective Agreement dated January LL\d',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.
Idaho Public Utilities lsslon
Employer or Firm
472 W . Washinston - Roise-ID 83 702-5918
Business Address
Commission Staff
Party
L3
Date
EWCO PROTECTIVE AGREEMENT.S
EXHIBIT "A''
I have reviewed the foregoing Protective Agreement dated January 22,2019, in Case
Nos. SUZ-W-18-02; EAG-W-18-01 and agree to be bound by the terms and conditions of such
Agreement.
r-c!.\- L- L*
Chris Hecht
Idaho Public Utilities Commission
Employer or Firm
472 W ashinston Boise. ID 83702-5918
Business Address
Commission Staff
Party
1/D />-ot
Date
EWCO PROTECTIVE AGREEMENT-8
EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January '/L ,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.
Idaho Public Utilities Commission
Employer or Firm
472 W. Washineton Street. Boise. ID 83702-5918
Business Address
Commission Staff
Party
/ - 2 K- tol
Date
EWCO PROTECTIVE AGREEMENT-S
(
EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January ,]A,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.
Kathy
Idaho Public Utilities Commission
Employer or Firm
472W. Washington Street, Boise, ID 83702-5918
Business Address
Commission Staff
Party
Date
EWCO PROTECTIVE AGREEMENT-8
tl+'-,l,tar1
EXHIBIT "A''
I have reviewed the foregoing Protective Agreement dated January ZL ,2019, in
Case Nos. SUZ-W-I8-02; EAG-W-18-01 and agree to be bound by the terms and conditions of
such Agreement.
Mike
Idaho Public Utilities Commission
Employer or Firm
472 W. Washington Street. Boise.lD 83702-5918
Business Address
Commission Staff
Partv
29
Date
r
EWCO PROTECTIVE AGREE,MENT-8
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EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January L3 ,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.
o
Keller
Idaho Public Utilities on
Employer or Firm
472 W. Washington S Boise. ID 83702-5918
Business Address
Commission Staff
Party
T}q
Date
EWCO PROTECTIVE AGREEMENT-s
\
i
EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January LL ,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.
Culbertson
Idaho Public Utilities
Employer or Firm
472W - Washinston - Roise-ID 83702-5918
Business Address
Commission Staff
Party
Date
EWCO PROTECTIVE AGREEMENT-8
\ l7j l1 ,or'r
EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January LL ,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.
ao Yin
Idaho Public Utilities Commission
Employer or Firm
472 W. Washineton Street. Boise. ID 83702-5918
Business Address
Commission Staff
Party
Date
EWCO PROTECTIVE AGREEMENT-8
EXHIBIT "A"
I have reviewed the foregoing Protective Agreement dated January _,2079, in
Case Nos. SUZ-W-18-02; EAG-W-18-01 and agree to be bound by the terms and conditions of
such Agreement.
J*x"i Ca, )nak
Terri Carlock
Idaho Public Utilities Commission
Employer or Firm
472W. Washinston S Boise.ID 83702-5918
Business Address
Commission Staff
Party
tletlaotq
Date
EWCO PROTECTIVE AGREEMENT.S