HomeMy WebLinkAbout5.1033 Original ContractEXHIBIT 5
NON DISCLOSURE AGREEMENT
THIS AGREEMENT (Agreement) made and entered into this ay of
_ifr 2010, by and between the City of Port Angeles, a municipal corporation (City)
and 73j7. Zt'$ ✓i"'$r Vendor) (collectively Parties).
CORA
WITNESSETH
NOW, THEREFORE, in consideration of terms and covenants contained herein, the
Parties agree as follows:
1. The Vendor is considering submitting a Technical Proposal and Charge Proposal
to the City in response to the City's request for proposals for Advanced Metering
Infrastructure System whereby Vendor may perform services for the City,
including, but not limited to certain assessments and examination of the City's
customer information system.
2. As a condition of such request for proposal, Vendor is required to enter into this
non disclosure agreement with the City.
3. The Vendor may have access to and become familiar with various confidential
information (City Information) regularly used in the operation of the City's
business prior to the Technical Proposal and Charge Proposal due date. City
Information includes, but is not limited to, customer mailing lists, reports, devices;
processes: applications; compilations of information; records; computer system
and network security systems; specifications; and financial, accounting, statistical,
security and personnel information. Vendor shall not, during or after the request
for proposal process disclose any such City information to any person, directly or
indirectly, nor use it in any way, except as required or authorized by the City.
4. City Information is not to be stored on any local workstation, laptop, or media
such as CD /DVD, US drives, external hard drives or other similar portable
devices unless Vendor can ensure security for City information so stored.
5. The agreement not to disclose City Information and City and third party software
and related documentation as set forth in Sections 1 through 4 above shall apply
during the term of the request for proposal process and at any time thereafter
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unless specifically authorized by the City in writing.
7. All files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City's business, whether or not prepared by Vendor,
shall remain the exclusive property of the City and shall not be removed under any
circumstances from the premises where the City's work is being carried on
without the prior approval of the City. Vendor shall make no copies of any City
Information obtained. All such property shall be returned to the City with the
Vendor's Technical Proposal and Charge Proposal. Any information given to the
Vendor related to City customers must comply with the Federal Trade
Commission Red Flags Rules as part of the Fair and Accurate Credit Transactions
Act of 2003.
8. Attachment 1 ofthis non disclosure agreement shall be signed by each employee
of Vendor prior to his or her access to confidential City Information.
9. If Vendor breaches this Agreement, the City may immediately terminate this
Agreement and withdraw Vendor's right to access City Information.
10. Vendor acknowledges that prior to the Technical Proposal and Charge Proposal
due date, the City will, based upon the representations made in this Agreement,
disclose security information that is critical to the continued success of the City's
business. Accordingly, Vendor agrees that the City does not have an adequate
remedy at law for breach of this Agreement and therefore, the City shall be
entitled, as a non exclusive remedy, and in addition to an action for damages, to
seek and obtain an injunction or decree of specific performance or any other
remedy, from a court of competent jurisdiction to enjoin or remedy any violation
ofthis Agreement.
11. No act of omission or commission of either the City or Vendor, including without
limitation, any failure to exercise any right, remedy, or recourse, shall be deemed
to be a waiver, release, or modification of the same. Such a waiver, release, or
modification is to be effected only through a written modification to this
Agreement.
12. This Agreement is to be construed in accordance with the laws of the State of
Washington. Venue and jurisdiction for any cause of action or claim asserted by
either party hereto shall be in the Superior Court of Clatiam County, Washington.
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IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR:
APP 1 VED AS TO FO
CITY OF PORT ANGELES:
321 E. 5 Street
Port Angeles, WA 98362
ATTEST:
William E. Bloor, City ttorney Jane urd. City Clerk
BY: A (iC✓t
Glenn Cutler, Public'Works and Utilities Director
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