Or. Admin. Code § 409-070-0050

Current through Register Vol. 63, No. 12, December 1, 2024

Section 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 retention of such advisors shall not be subject to any otherwise applicable procurement process, provided that the Authority or the Department of Justice, as applicable, shall make a determination that such advisors have the requisite qualifications and expertise to review the proposed transaction. The Authority or the Department of Justice, as applicable, shall require that the retained advisors certify in writing that:

(a) They are not subject to any conflict of interest associated with reviewing a given transaction, and:

(b) They 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 shall reimburse the Authority on a monthly basis, within thirty 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 shall 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 its 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) shall contain a reasonably detailed summary of the costs incurred, provided that in no event shall such invoices include any communications protected by the attorney-client or other applicable privilege.

(3) Any approval of a material change transaction shall 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 shall notify applicants before any costs are incurred when a transaction review requires the use of outside advisors.

Or. Admin. Code § 409-070-0050

OHP 1-2022, adopt filed 02/22/2022, effective 3/1/2022

Statutory/Other Authority: ORS 415.501

Statutes/Other Implemented: ORS 415.500 to 415.900