NOTICE: This opinion is subject to motions for reargument under V.R.A.P. 40 as well as formal
revision before publication in the Vermont Reports. Readers are requested to notify the Reporter
of Decisions by email at: JUD.Reporter@vermont.gov or by mail at: Vermont Supreme Court, 109
State Street, Montpelier, Vermont 05609-0801, of any errors in order that corrections may be made
before this opinion goes to press.

2020 VT 5
No. 2019-179
In re Joint Petition of Champlain Broadband, LLC et al.
(Sandra Baird et al., Appellants)

Supreme Court
On Appeal from
Public Utility Commission
October Term, 2019

Anthony Z. Roisman, Chair
James A. Dumont and Gillian C.A. Cowley, Law Clerk (On the Brief) of Law Offices of
James A. Dumont, P.C., Bristol, for Appellants.
Paul J. Phillips and Ralphine N. O’Rourke of Primmer Piper Eggleston & Cramer PC,
Burlington, for Appellee City of Burlington.
Joslyn L. Wilschek and Anthony N. L. Iarrapino of Wilschek Iarrapino Law Office, PLLC,
Montpelier, for Appellee Champlain Broadband, LLC.
Daniel C. Burke, Special Counsel, Montpelier, for Appellee Vermont Department of Public
Service.
Debra L. Bouffard and Owen J. McClain of Sheehey Furlong & Behm P.C., Burlington, for
Appellee Blue Water Holdings LLC.

PRESENT: Robinson and Eaton, JJ., and Dooley and Skoglund, JJ. (Ret.) and
Howard, Supr. J. (Ret.), Specially Assigned

¶ 1.

EATON, J.

This appeal concerns the most recent in a series of Public Utility

Commission (PUC) orders issued in the last fifteen years related to the City of Burlington’s
provision of—and misappropriation of funds for—for cable television, telecommunications, and
broadband internet services to area residents. Intervenors, as City residents and taxpayers,

 challenge the PUC’s order approving the sale of assets associated with those services and issuing
certificates of public good (CPGs) to the purchaser of the assets. At issue is whether the PUC’s
order must be reversed because it fails to ensure, pursuant to city charter1 and statutory2 provisions,
that previous losses or costs associated with the City’s misappropriation of funds for the provision
of those services will not be borne by City taxpayers. We conclude that the remedies intervenors
seek in challenging the PUC’s order in this proceeding are effectively precluded by the PUC’s
prior November 2014 order addressing the CPG violations at issue here. Accordingly, we affirm
the PUC’s order.
¶ 2.

The historical and procedural facts are undisputed. In June 2003, the PUC3 issued

a CPG authorizing the City of Burlington to offer telecommunications services under the name

1

24 V.S.A. App. Ch. 3, § 438(c)(1) provides:
If the City exercises its authority [to establish businesses for the
provision of communications services], the Public Utility
Commission, in considering any application for a certificate of
public good, shall ensure that any and all losses from these
businesses, and, in the event these businesses are abandoned or
curtailed, any and all costs associated with investment in cable
television, fiber optic, and telecommunications network and
telecommunications business-related facilities, are borne by the
investors in such business, and in no event are borne by the City’s
taxpayers, the State of Vermont, or are recovered in rates from
electric ratepayers.

2

24 V.S.A. § 1913(e) provides:
To the extent that a municipality constructs communication
infrastructure with the intent of providing communication services,
whether wholesale or retail, the municipality shall ensure that any
and all losses from these businesses, or in the event these businesses
are abandoned or curtailed, any and all costs associated with the
investment in communications infrastructure, are not borne by the
municipality’s taxpayers.

3

Effective July 1, 2017, the Public Service Board was renamed the Public Utility
Commission. See 2017, No. 53, § 9. Throughout this opinion, irrespective of the date of any
particular order or case cited, we refer exclusively to the Public Utility Commission for the sake
of clarity.
2

 Burlington Telecom. In September 2005, the PUC issued a CPG to Burlington Telecom to own
and operate a cable television system within the City. Pursuant to § 438(c)(1) of the Burlington
City Charter, the PUC imposed conditions in the CPG providing that any costs of investment in
the Burlington Telecom system and any losses incurred by Burlington Telecom would not be borne
by City taxpayers. 24 V.S.A. App. Ch. 3, § 438(c)(1).
¶ 3.

In August 2007, the City obtained financing from Citibank to fund the acquisition

of equipment to build out the Burlington Telecom system. In late 2009, it was discovered that the
City had been making monetary advances to Burlington Telecom from its general fund, but those
advances had not been repaid within sixty days, as required by the governing CPG. The
unreimbursed advances totaled $16.9 million. In an October 2010 order, the PUC determined that
the City’s failure to repay the $16.9 million in unreimbursed advances from its general fund
violated specific conditions of the CPG, including conditions requiring reimbursement and
ensuring that City taxpayers would not bear any losses or costs incurred by Burlington Telecom.
¶ 4.

In 2011, Citibank sued the City, seeking more than $33.5 million in monetary

damages and equitable relief associated with its financing arrangement with the City concerning
Burlington Telecom. In 2014, the City petitioned the PUC to approve a settlement agreement with
Citibank and to authorize certain actions to implement the agreement, including the sale of
Burlington Telecom’s assets to Blue Water Holdings LLC and Blue Water’s lease of those assets
back to the City for a limited period of time. Blue Water is a Vermont limited liability company
formed to provide the City bridge financing to allow the City to resolve the Citibank lawsuit and
stabilize Burlington Telecom’s operations pending the expected future sale of Burlington Telecom.
Pursuant to the agreement, the City continued to operate—and was authorized to direct the
eventual sale of—Burlington Telecom. The agreement provided that if the projected future sale
of Burlington Telecom to a yet-to-be-determined buyer was completed by December 31, 2017, the
City would receive fifty percent of the net proceeds from the sale. That percentage would drop to
3

 thirty-five percent if the sale was completed between the end of 2017 and the end of 2018; to
twenty-five percent if the sale was completed between the end of 2018 and the end of 2019; and
ten percent if the sale was completed thereafter.
¶ 5.

In November 2014, the PUC issued an order that, among other things, approved the

Citibank settlement and the sale of Burlington Telecom’s assets to Blue Water, as well as the lease
of those assets back to the City. In that order, the PUC explicitly “resolved” all existing and
ongoing violations of the 2005 CPG conditions found in its October 2010 order, including the
City’s violation of conditions restricting its use of general funds for Burlington Telecom’s
operations and requiring that Burlington Telecom’s costs and losses not be borne by City
taxpayers. In December 2014, the PUC amended the 2005 CPGs to reflect Blue Water’s ownership
of Burlington Telecom’s assets and its controlling interest in Burlington Telecom.
¶ 6.

In December 2017, Blue Water and the City entered into a purchase agreement with

Champlain Broadband, LLC, under which Champlain Broadband agreed to pay the City and Blue
Water $30.8 million for the ownership and control of Burlington Telecom and to continue
Burlington Telecom’s operations consistent with the terms and conditions of the existing CPGs
held by the City and Blue Water. The agreement provided that, within the earlier of one year of
the closing of the agreement or sixty days of the issuance of any new CPGs, the City could elect
to use some of its designated closing proceeds to purchase up to thirty-three percent of Champlain
Broadband’s voting membership interests.
¶ 7.

In February 2018, Blue Water, Champlain Broadband, and the City (doing business

as Burlington Telecom) petitioned the PUC to approve their proposed transaction under which
Champlain Broadband would acquire Blue Water’s Burlington Telecom assets and continue to
operate the system and provide cable television, broadband internet, and telecommunications
services to residential and business customers in the greater Burlington area. In relevant part,
petitioners requested that the PUC: (1) approve and consent to their transaction; (2) issue CPGs
4

 permitting Champlain Broadband to own and operate a cable television system in the Burlington
area and to offer intrastate telecommunications services; (3) revoke the existing CPGs authorizing
Blue Water and the City to own and operate Burlington Telecom; and (4) find that the costs and
any losses resulting from the City’s potential future investment in membership interests in
Champlain Broadband would be borne by the investors, not City taxpayers, pursuant to § 438(c)(1)
of the city charter. See 24 V.S.A. App. Ch. 3, § 438(c)(1). The Department of Public Service
(DPS) supported all the requested relief except for the last request; the DPS took the position that
there was insufficient evidence in the record at that point for the PUC to make such a finding.4
¶ 8.

In March 2018, intervenors moved to intervene in the proceeding. They objected

to petitioners’ proposed transfer of Burlington Telecom’s assets to Champlain Broadband without
any conditions ensuring that City taxpayers would recoup the $16.9 million in unreimbursed
advances the City made to Burlington Telecom in violation of the city charter and governing CPGs.
In May 2018, the PUC granted intervenors’ motion, which was opposed by the City but not DPS.
The PUC allowed intervenors to raise issues related to the recovery of losses resulting from the
previous CPG violations, stating that its November 2014 order did not resolve all issues related to
recovery of the $16.9-million loss.
¶ 9.

On February 19, 2019, following a technical hearing and the parties’ submission of

pre-filed testimony, proposed findings of fact and conclusions of law, and post-hearing briefs, the
PUC issued a final order approving petitioners’ proposed transaction, revoking the CPGs held by
the City and Blue Water, and granting the requested CPGs for Champlain Broadband’s operation
of cable television, broadband internet, and telecommunications systems. The PUC concluded
that because the City’s estimated net proceeds from petitioners’ proposed transaction were utility

4

As explained below, the PUC concluded that the evidentiary record was sufficient for it
to determine that the City’s use of its net proceeds from the sale of Burlington Telecom to
Champlain Broadband did not violate § 438(c) because those net proceeds were utility funds rather
than taxpayer revenue. See 24 V.S.A. App. Ch. 3, § 438(c)(1).
5

 funds that could be used for any utility purpose rather than taxpayer-generated revenue from the
City’s general fund, any costs or losses resulting from the City’s application of those proceeds to
purchase membership interests in Champlain Broadband would not violate § 438(c)(1) or
§ 1913(e).5
¶ 10.

The PUC also rejected intervenors’ contention that petitioners’ proposed

transaction would violate § 1913(e) and § 438(c)(1) with respect to the $16.9 million in previously
unreimbursed revenues from the City’s general fund. The PUC concluded that § 1913(e) applied
only to municipalities and not the PUC. As for § 438(c)(1), the PUC reasoned that its review under
that provision was prospective in nature and that, beyond setting conditions for a CPG, it had no
authority to enforce the provision. The PUC also emphasized that its previous November 2014
order: (1) resolved all existing and ongoing violations of the 2005 CPG conditions, including
Burlington Telecom’s failure to repay $16.9 million in advances from the City’s general fund; and
(2) approved a sale structure that it knew would reduce the City’s ability to recover a substantial
portion of that $16.9 million. The PUC stated that it could consider its 2014 order as context in
assessing if petitioners’ proposed transaction would promote the public good. In so ruling, the
PUC rejected intervenors’ argument that they were not bound by the November 2014 order,
concluding that the doctrine of claim preclusion barred intervenors from challenging the order in
this later proceeding.
¶ 11.

Based on these and other findings setting forth the benefits of petitioners’ proposed

transaction, the PUC concluded that the transaction would promote the public good because it
would: (1) ensure that the City recouped the maximum share of proceeds from the sale pursuant
to the approved 2014 Blue Water agreement; and (2) provide “the City with the option to purchase

Intervenors do not challenge the PUC’s determination that the City’s net proceeds from
petitioners’ proposed transaction are to be considered utility funds rather than taxpayer revenue.
Accordingly, we do not review this aspect of the PUC’s order.
5

6

 a membership interest in Champlain [Broadband] that could allow the City to recover previously
written-off losses through the receipt of future profits from Burlington Telecom.” In a subsequent
order denying intervenors’ motion for additional findings and to alter or amend its decision, the
PUC reiterated its determinations that the proposed transaction would promote the public good,
that the doctrine of claim preclusion prevented intervenors from challenging its November 2014
order, and that it had limited enforcement authority under § 438(c)(1) and § 1913(e).
¶ 12.

Intervenors appeal the PUC’s decision approving petitioners’ proposed transaction

and granting Champlain Broadband the requested CPGs. Intervenors do not directly challenge the
PUC’s conclusion that the transaction would promote the public good. Nor do they claim error in
the PUC’s determination that they are precluded from challenging the PUC’s November 2014
order approving the sale of Burlington Telecom’s assets to Blue Water and resolving all existing
and ongoing CPG violations concerning the City’s misappropriation of taxpayer funds to
Burlington Telecom. Rather, intervenors argue that, notwithstanding the November 2014 order,
the PUC erred by: (1) concluding that it lacked authority to apply § 438(c)(1) and § 1913(e) in
response to the instant petition; and (2) granting the petition despite evidence and findings
demonstrating that approval of the petition failed to satisfy those provisions.6
¶ 13.

During the course of this litigation, intervenors have sought two remedies. Initially

intervenors sought a CPG condition obliging Champlain Broadband to repay the $16.9 million,
thereby effectively increasing the purchase price of Burlington Telecom by that amount. Here, on
appeal, following the PUC’s decision, and based on their interpretation of § 438(c)(1) and
§ 1913(e), intervenors ask this Court to reverse the grant of a CPG to Champlain Broadband.
Further, they suggest that the PUC may award a CPG only to the highest bidder, irrespective of

6

The City, Blue Water, Champlain Broadband, and DPS have each filed a brief containing
multiple arguments in support of affirming the PUC’s order, including an argument that
intervenors’ appeal is moot. Champlain Broadband has also filed a motion to dismiss the appeal
based on mootness. We do not address the mootness argument in light of our opinion here.
7

 other CPG considerations. As noted, however, intervenors do not claim error in the PUC’s
determination that the doctrine of claim preclusion bars them from challenging its November 2014
order. In light of our conclusion that the remedies intervenors seek are wholly inconsistent with
the PUC’s November 2014 order, we need not address intervenors’ challenge to the PUC’s analysis
of its role with respect to § 438(c)(1) or § 1913(e).
¶ 14.

In its February 2019 order granting the instant petition, the PUC rejected

intervenors’ initial position that they were not bound by the November 2014 order because they
were not parties to that proceeding. The PUC relied upon this Court’s case law for the proposition
that claim preclusion may apply when the subject matter and parties in a former action are
“substantially identical.” In re Cent. Vt. Pub. Serv. Corp., 172 Vt. 14, 20, 769 A.2d 668, 673
(2001) (quotation omitted) (“The doctrine does not require that the claims were actually litigated
in the prior proceeding; rather, it applies to claims that were or should have been litigated in the
prior proceeding.”).
¶ 15.

In determining that claim preclusion applied here, the PUC made the following

findings: (1) DPS represents the public, and it was a party in the 2014 proceedings, see 30 V.S.A.
§ 2(b) (stating that DPS “shall represent the interests of the people of the State” in PUC hearings);
see also In re Vicon Recovery Sys., 153 Vt. 539, 540, 572 A.2d 1355, 1356 (1990) (“The
Department of Public Service represents the public in matters before the [PUC].”); (2) intervenors’
interests in the 2014 proceeding “were represented by [DPS], the agency charged by State law
with the obligation to represent the public”; (3) intervenors “fail[ed] to identify any barriers to
their interests as taxpaying members of the public being represented by [DPS] in 2014”; (4)
intervenors “had adequate notice and ample procedural opportunities to move to intervene and to
raise concerns in a timely fashion during the 2014 proceeding”; and (5) intervenors did “not claim
they were prevented in any way from intervening in the [2014] proceeding.” The PUC further
found that the issue raised by “[i]ntervenors [in the instant proceeding]—recovery of the $16.9
8

 million—was foremost in the Commission’s thinking from the very beginning of the 2014
proceeding and was squarely addressed in orders issued prior to the deadline to intervene” in that
proceeding.7
¶ 16.

Intervenors challenge neither the PUC’s claim-preclusion ruling nor any of its

findings in support of that ruling.8 Nor do they directly address in their appellate brief whether the

In response to intervenors’ motion to amend, the PUC appeared to address the perceived
tension resulting from its earlier ruling granting intervenors’ motion to intervene and its later ruling
precluding intervenors from challenging the November 2014 order that resolved ongoing CPG
violations and approved the Blue Water sales agreement. The PUC’s response to intervenors’
motion to amend suggests that it granted their motion to intervene primarily based on its
recognition that it could still consider the $16.9-million loss in determining if petitioners’ proposed
transaction would promote the public good. As noted above, the PUC recognized in its order
granting the motion to intervene that its November 2014 order did not resolve all issues related to
recovery of the $16.9 million in unreimbursed general funds. In denying intervenors’ motion to
amend, the PUC acknowledged that its November 2014 order did not predetermine whether a CPG
could be issued to whatever entity might seek to own or operate Burlington Telecom in the future
pursuant to the approved Blue Water agreement. The PUC emphasized, however, that in the
instant proceeding intervenors had been afforded the opportunity to conduct discovery and crossexamination, present witnesses, and submit exhibits in opposing the proposed sale of Burlington
Telecom to Champlain Broadband and the issuance of CPGs to Champlain Broadband.
7

In any event, the PUC was not bound by its reasoning underlying its interlocutory order
granting the motion to intervene. See 7C C. Wright, et al., Federal Practice and Procedure § 1923,
at 632 (3d ed. 2007) (“An order granting leave to intervene is not final and is not appealable as
matter of right.”). Following briefing and the presentation of evidence in connection with the
merits of the proceeding, the PUC was free to reconsider in its final order the extent to which it
could address the unreimbursed $16.9-million loss in light of its November 2014 order. See
Kneebinding, Inc. v. Howell, 2018 VT 101, ¶¶ 31-33, ___ Vt. ___, 201 A.3d 326 (stating that
neither law-of-the-case doctrine nor Vermont Rules of Civil Procedure preclude trial court from
revising past rulings prior to final judgment); Myers v. LaCasse, 2003 VT 86A, ¶ 11, 176 Vt. 29,
838 A.2d 50 (“The court [has] the discretion to modify an interlocutory order.”). For the reasons
explained below, we conclude that the PUC did not abuse its discretion to the extent that its
ultimate ruling on the scope of the November 2014 order amounted to reconsideration of the basis
for granting the motion to intervene. Kneebinding, Inc., 2018 VT 101, ¶ 34 (“We review the trial
court’s reconsideration of a past interlocutory order for abuse of discretion.”).
We do not defer to the PUC’s claim-preclusion analysis. See In re Cent. Vt. Pub. Serv.
Corp, 172 Vt. at 19, 769 A.2d at 673 (“The applicability of judicially-created doctrines such as
claim preclusion or issue preclusion in rate cases is not an issue within the [PUC’s] expertise of
utility law.”). However, we do not address whether the PUC properly applied claim preclusion in
this instance because intervenors do not challenge that ruling on appeal. Rather, we consider the
scope of that order and its impact on intervenors’ request for relief in this case.
8

9

 November 2014 PUC order effectively bars the relief they request, even though that question was
central to the PUC’s decision to approve the proposed sale of Burlington Telecom to Champlain
Broadband and to issue the requested CPGs. At oral argument before this Court, intervenors
acknowledged that the November 2014 order resolved all prior and ongoing CPG violations—
including those related to the conditions requiring the City to reimburse general funds directed to
Burlington Telecom and to make investors rather than taxpayers bear any losses or costs associated
with Burlington Telecom. They asserted, however, that the November 2014 order did not resolve
whether taxpayers should be repaid the $16.9-million loss they incurred as the result of the City
providing unreimbursed general funds to Burlington Telecom for its operations.
¶ 17.

We find petitioners’ assertion untenable. As discussed above, the purpose of the

2014 proceeding was to consider the City’s efforts to resolve longstanding legal and financial
issues related to its investments in, and conduct concerning, Burlington Telecom, as well as its
financial arrangements with Citibank. At the heart of the proceeding was how to address the City’s
violation of CPG conditions that precluded the City from using unreimbursed general funds in
support of Burlington Telecom operations and burdening City taxpayers with losses resulting from
those violations.
¶ 18.

In its November 2014 order, which established the framework for a future sale of

Burlington Telecom, the PUC stated that the unresolved CPG violations found in its 2010 order
“create[d] a risk to the City’s future ability to direct a sale of [Burlington Telecom’s] Assets, as
potential purchasers might be reluctant to purchase a cable and telecommunications system with
ongoing CPG violations.” Accordingly, the PUC determined that its order “fully resolve[d] all
existing and ongoing [CPG] violations” —including its violation of conditions precluding the City
from using unreimbursed taxpayer revenues to fund Burlington Telecom and requiring investors
rather than taxpayers to pay for losses associated with Burlington Telecom—because “no

10

 constructive regulatory purpose would be served” by imposing penalties “that effectively would
be visited upon City taxpayers and [Burlington Telecom] customers.”
¶ 19.

As the PUC recognized in the 2019 order being challenged here, it “knowingly

approved [in its November 2014 order] a sale structure that would reduce the ability of the City
and its taxpayers to recover a substantial portion of the City’s unauthorized $16.9 million
investment.” The PUC reasoned that it had concluded in its November 2014 order, after addressing
the same concerns now raised by intervenors in the instant proceeding, that approving the Blue
Water sale would promote the public good “even if the taxpayers ultimately would not be made
whole.” Pursuant to the unchallenged November 2014 order, the City sold Burlington Telecom’s
assets to Blue Water and resolved the Citibank lawsuit.

The PUC found that petitioners

“reasonably relied on the finality of the Commission’s November 2014 Order as the basis for the
transactions proposed in the petition.”
¶ 20.

Notably, the November 2014 order did not impose on either the City or Blue Water,

as the purchaser of Burlington Telecom’s assets, the CPG conditions intervenors now want
imposed on Champlain Broadband in this proceeding. In setting the parameters of a future sale of
the Burlington Telecom system, the PUC recognized that any such sale would not necessarily
allow for full recovery of the $16.9 million in unreimbursed taxpayer funds. Indeed, the PUC
stated that there was no assurance the City would be able to recover any of its prior investment in
Burlington Telecom if it were unable to direct a sale of Burlington Telecom within the time frame
prescribed under the Blue Water agreement.
¶ 21.

In the instant proceeding, the PUC correctly concluded that, notwithstanding its

November 2014 order resolving all prior and ongoing CPG violations, it had an obligation to assess
whether petitioners’ proposal promoted the public good. The PUC emphasized, however, that its
assessment had to “be made in the context of [its] November 2014 Order in which the
Commission” resolved the CPG violations and determined that the Blue Water sale promoted the
11

 public good “even if the taxpayers ultimately would not be made whole.” With that context in
mind, the PUC concluded that the proposed petition would promote the public good because it
would allow the City to recoup the maximum share of net proceeds under the approved Blue Water
sale and would provide the City with the option of recovering previously written-off losses through
the purchase of a membership interest in Champlain Broadband.9
¶ 22.

The record fully supports that determination. As the PUC found, given the time

frames set forth in the PUC-approved Blue Water agreement, upending the sales transaction
reached by petitioners in this proceeding would likely impose additional financial burdens on
Burlington Telecom customers and City taxpayers. Moreover, beyond disruptions to Burlington
Telecom’s workforce and customers and a reduction in Burlington Telecom’s value to potential
purchasers, unwinding the transaction could potentially have a negative financial impact on City
taxpayers due to the City’s obligations to Citibank under their PUC-approved settlement. Simply
put, given the PUC’s past orders, the record supports the PUC’s conclusion that the petition
promotes the public good.
¶ 23.

There can be little doubt that providing the relief intervenors request—whether it

be simply reversing the PUC’s approval of the petition or more specifically ordering the PUC to
impose a condition requiring Champlain Broadband (or any other future purchaser of the
Burlington Telecom system) to reimburse City taxpayers the $16.9 million in previous losses
resulting from the City’s malfeasance—would be tantamount to rewriting and effectively

We find unavailing intervenors’ challenge to the PUC’s finding that the proposed sale to
Champlain Broadband would ensure the City recouped the maximum share of net proceeds
allowed under the Blue Water 2014 agreement. Petitioners assert that Champlain Broadband’s bid
was not the highest of the eight bids, any of which at the time would have afforded the City the
highest percentage of net proceeds under the agreement. In choosing a bidder, the City had many
factors to consider beyond the sale price, including local control of the operations and the
opportunity to recover additional funds in the future. As the PUC stated in its order, its role in this
proceeding was not to choose a bidder for the City but rather to determine if petitioners’ proposed
agreement, which comported with the November 2014 order, promoted the public good.
12
9

 unwinding the sale agreement that the PUC determined would promote the public good. That, in
turn, would thwart the purpose and framework of the PUC’s November 2014 order, which
approved a comprehensive plan aimed at restoring Burlington Telecom’s financial and regulatory
stability in order to attract a qualified purchaser within a certain period of time. Assuming any
buyer would be willing to take on an additional $16.9 million to purchase Burlington Telecom—
an effective fifty-percent increase from the price Champlain Broadband paid—the City’s portion
of the net proceeds of any future sale would likely be significantly reduced under the timelines set
forth in the PUC’s November 2014 order approving the City’s agreement with Blue Water and its
settlement with Citibank.
Affirmed.
FOR THE COURT:

Associate Justice

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