OAR 409-070-0050: Retention of Outside Advisors

(1) Pursuant to ORS 415.501(14), the Authority or the Department of Justice may retain at the expense of the parties to a material change transaction any actuaries, accountants, consultants, legal counsel and other advisors not otherwise a part of the Authority's staff as the Authority may reasonably need to assist the Authority in reviewing the proposed material change transaction. The Authority or the Department of Justice, as applicable, must require that the retained advisors: (a) Are not subject to any conflict of interest associated with reviewing a given transaction; and (b) Will protect any confidential information disclosed to them in the course of their review of the transaction. Material that is privileged or confidential and therefore exempt or determined by the Authority to be exempt from public disclosure under ORS 415.501(13)(b) may be shared with the retained advisors, and such disclosure shall not constitute a waiver of the privileged or confidential status of the material. (2) The parties to a material change transaction must reimburse the Authority within 30 calendar days after receipt of an invoice from the Authority, for all reasonable and actual costs incurred by the Authority in connection with its review of the material change transaction. Such costs must include, but are not limited to, the costs and expenses of any advisors retained by the Authority or the Department of Justice pursuant to paragraph (1) of this rule, and other out-of-pocket costs but excluding any unallocated staff or interagency costs of the Authority. Invoices provided by the Authority pursuant to this paragraph (2) must contain a reasonably detailed summary of the costs incurred, provided that in no event must such invoices include any communications protected by the attorney-client or other applicable privilege. Failure to remit payment within 30 calendar days after receipt of an invoice from the Authority may result in additional actions pursuant to ORS 293.231. (3) Any approval of a material change transaction may be conditioned on the parties reimbursing the Authority pursuant to paragraph (2) of this rule. The obligation of the parties to reimburse the Authority does not depend on whether the Authority approves the transaction. The obligation to reimburse is an obligation of the person filing the notice of material change transaction and any other parties to the transaction designated by the Authority. (4) The Authority must notify applicants before any costs are incurred when a transaction review requires the use of outside advisors.