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EXHIBIT 5
NON DISCLOSURE AGREEMENT
THIS AGREEMENT (Agreement) made and entered into this 18 day of
May, 2010, by and between the City of Port Angeles, a municipal corporation (City)
and Siemens Energy, Inc. (Vendor) (collectively Parties).
Page 1
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, USB 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
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 of this 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
of this 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 Clallam County, Washington.
Page 2
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR: Siemens Energy. Inc.
7000 Siemens Rd
Wendell. NC 27591
BY:
BY 1 3 Glenn cutler, Public Works an Utilities Director
Elizabeth McGeever
Title: Director of Finance
APPROVED AS TO FO
William E. Bloor, Ci y- ATtorney
CITY OF PORT ANGELES:
321 E. 5 Street
Port Angeles, WA 98362
ATTEST:
(Jtx w AJ
Hurd, City Clerk
NON DISCLOSURE AGREEMENT ATTACHMENT 1
As a condition precedent to being made aware of confidential information, I have read the
foregoing Agreement and agree to be bound by its terms.
Employee NamelCompany Employee Signature
144 04tAz.i i Alt)
Page 4
NON DISCLOSURE AGREEMENT ATTACHMENT 1
As a condition precedent to being made aware of confidential information, I have read the
foregoing Agreement and agree to be bound by its teens.
Employee Name/Company Employee Signature
Page 4
WASHINGTON SHORT.FORM INDIVIDUAL ACKNOWLEDGMENT (Ft 244.1001
State of Washington /14,441 Ar
County of 1'.1A-
I certify that I know or have satisfactory evidence that E/` ZR A, 'Wc
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Place Notary Seal Above
Description of Attached Document
Title or Type of Document:
Document Date: Number of Pages:
Signer(s) Other Than Named Above:
Name of Signer
is the person who appeared before me, and said
person acknowledged that he /she signed this
instrument and acknowledged it to be his/her free
and voluntary act for the uses and purposes
mentioned in the instrument.
Dated:
.s /er d/'
Month/DaylYear
Signature of Notarizing Officer
Title (4 as "Notary Public
My appointment expires
Month /Day/Year of Appointment Expiration
OPTIONAL.
Although the information in this section is not required by taw, it may prove valuable to
persons relying on the document and could prevent fraudulent removal and
reattachment of this form to another document.
Flight Thumbprint
of Signer
Top of thumb here
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(D 1999 National Notary Association 9350 De Soto Ave., P.O. Box 2402 Chatsworth, CA 91313 -2402 uvvnv.nationalnotary.org
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