HomeMy WebLinkAbout5.1050 Original ContractY5/19/2010 09:35 2136238903
EXHIBIT 5
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NON DISCLOSURE AGREEMENT
T IS AGREEMENT (Agreement) made and entered into tbis j day of
in Cul 2410, by and between the City of Port Angeles, a municipal corporation (City)
Enid 3k (Vendor) (collectively Parti'
Rc lara-Ron- o vr.ktne_ St.kM.e. rs =ma. 3 C.1 ci.- SZC Sri s 1-ey s 4 G
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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 tn, 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 wnrlcstatien, laptop, or media
such as wimp, USE drives, external bard drives or other similar portable
devices unless Vendor can ensure security, for Information so stored.,
5. The agreement not to disclose City Information and City and third party software
and related dut,urentation as set forth in Secctions 1 through 4 above shell 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 exclusiveproperty of the City and shall not be removed under any
circumstances front 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 Proposaland Charge Proposal. Any information given to the
Vendor related to City customers crust comply with the Federal Trade
Commission Red Flags Rules as part of the 1 air'and Accurate Credit Tninsactions
Act of 1003.
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,
4_ 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 ibis 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 etlioin 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 througha written modification to this
Agreement.
12. This Agreement is to be construed in. accordance with the laws. ofthe 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.
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IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR:
BY:
9
Title: V j- imntnilr k..
APPRO}TF.1) AS TO FORM*
William E. Bloor,, City Attorney
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CITY OF 011.'r ANGELES:
321 E. 5 Street
Port Angeles, WA 98362
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f
Glenn Culler, Ptttâ–ºlic Works and'Utitities Director
ATTEST:
Sat a.klurd, City Clerk
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NON DISCLOSURE AGREEMENT ATTACi M' NT 1
Asa condition prcccdent to being made aware of confidential information, I have s'ead the
foregoing Agreement and agree to be bound by its terms.
Employee Name/Company
Bruce Clark, Aolara Power -Line Systems, Inc.
Jess Bromley,. Aclara RF Systems, Inc.
Trisha Steward, Aclara Power -Line Systems Inc:
CarolAnn 'Giovando, Aclara Power -Line Systems
Inc.
Subscribed and swam before me, this /VII
day ofd ,C allotary Public,
in and for& `r. -LL. s County,
State -of _f -S 5
nature)
NOTARY PUBLJC
My Commission expires) 3 2( (I-(
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Empla ee Signature
eximauJAhancio-
DANNY RAY HEIPLE
Notary Public Notary Seal
S late of Missouri
Commissioned tor St. Louis Cou
My Commission Expires: March 28, 2014
Commissinr Number 109778Q
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