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HomeMy WebLinkAbout5.1034 Original ContractNON DISCLOSURE AGREEMENT pc THIS AGREEMENT (Agreement) made and entered into this i day of 2010, by d between the City of Port Angeles, a municipal corporation (City) and 4(Vendor) (collectively Parties). WITNESSETH EXHIBIT 5 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 Page 64 5'. X034 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. 1 1 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 65 IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written. VENDOR: B Title: 5l •S J12 9h Y' U APPRCOVED AS TO FORM: CITY OF PORT ANGELES: 321 E. 5 Street Port Angeles, WA 98362 BY: Glenn Cutler, Public Works andl`kilities Director ATTEST: _/l William E. Bloor, City Attorney 3a e.sa Hurd, City Clerk Page 66 NON DISCLOSURE AGREEMENT ATTACHMENT 1 As a condition precedent to being made aware of confidential information, t have read the foregoing Agreement and agree to be bound by its terms. Employee Name /Company ti ./t c4t40_ /gyp Page 68 Employee Signature WASHINGTON SHORT-FORM INDIVIDUAL ACKNOWLEDGMENT (acw42.44100) .S`i j... A... :?..�1� 1. :.S]..:1 i Al•.tli.4i \NC l4E1AVA VAG:SIVMAK 4dk 's State of Washington County of I certify that I know or have satisfactory evidence that Notary Public State of Washington MARIA L MOYER My Appointment Expires Jul 13, 2014 ss. fv 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: L- 1/ 1 \NranU X1N1, 1V� Title (Such as My appointment ex es I Q(1 7. -010 —yh '""tT h/Da y /Year Signature of Notarizing Officer ary Public f 13 14 Place Notary Seal Above Month /CtlayfYear o(ppointment Expiration fP_T_IONAI Although the information in this section is not required by law, It may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: 0 W 1�1 S C- U A.Q i eOr24yU4 -k Document Date: 5 r -b Number of Pages: `4 Signer(s) Other Than Named Above: N i W r Right Thumbprint of Signer Top of thumb here Ls._• Nv�:+ u..' h5`' ��K. �7�-} o-�huio�. s. �eo-�V' �h} �V�s�W` C�� `�%t1`�+,>c3ww'�Nr'�o�`�4? 'fit•.'`= VL`= %t?�t%y�c�ng%v�Nt�� ©1999 National Notary Association 9350 De Soto Ave P.O Box 2402 Chatsworth, CA 91313 -2402 www.nationalnotary.org Item No 5906 Reorder Call Toll-Free 1- 800 876 -6827