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EXHIBIT 5
Page 77
NON DISCLOSURE AGREEMENT
City of Port Angeles
Record #000224
THIS AGREEMENT (Agreement) made and entered into this 'S day of
20 l by and between the City of Port Angeles, a municipal corporation (City)
and V1/4) k Acut,PX-0 -,0 1-+ -11'V (Vendor) (collectively Parties).
NOW, THEREFORE, in consideration of terms and covenants contained herein, the
Parties agree as follows:
1. The Vendor intends to submit a Technical Proposal and Charge Proposal to the
City in response to the City's request for proposals for the Wireless Mobile Data
System Design and Construction whereby Vendor will perform services for the
City, including, but not limited to certain assessments and examination of the
City's information and telecommunications systems.
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 (Information) regularly used in the operation of the City, Clallam
County, Clallam County Fire District No. 2, Clallam County Fire District No. 3,
and Lower Elwha Klallam Tribe business prior to and after the Technical Proposal
and Charge Proposal due date. The Information may include, but is not limited to,
utility discount 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.
4. Vendor shall not, during or after the request for proposal process disclose any
such Information to any person, directly or indirectly, nor use it in any way,
except as required or authorized in writing.
5. Prior to the Vendor and/or the Vendor's subcontractors performing any site visits,
arrangements must be made with the City's Project Manager.
6. 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 Information so stored.
7. The agreement not to disclose Information and third party software and related
documentation as set forth in this Agreement shall apply during the term of the
WMDS Agreement and at any time thereafter unless specifically authorized in
writing.
7. All files, records, documents, drawings, specifications, equipment, software, and
similar items relating to the City, Clallam County, Clallam County Fire District
No. 2, Clallam County Fire District No. 3, and Lower Elwha Klallam Tribe
business, whether or not prepared by Vendor, shall remain their exclusive
property and shall not be removed under any circumstances from the premises
where the work is being carried on without prior written approval. Vendor shall
make no copies of any Information obtained. All such property shall be returned
to the City at the end of the term of the WMDS Integrator Agreement. Any
information given to the Vendor related to City utility 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 and each employee of the Vendor's subcontractors prior to his or her
access to confidential Information.
9. If Vendor breaches this Agreement, the City may immediately terminate this
Agreement and the WMDS Integrator Agreement and withdraw Vendor's right to
access Information.
10. Vendor acknowledges that the City may, 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
Page 78
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 79
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first
above written.
VENDOR:
BY:
Title:
DJtf
APPR VED AS TO FO
William E. Bloor, City Attorney
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614.4 -7 C ./1-y
CITY OF PORT ANGELES:
321 E. 5 Street
Port Angeles, WA 98362
BY: iL,15
11 E T
ATTEST:
Zttind /P44/
Janes urd, City Clerk
Page 80
NON DISCLOSURE AGREEMENT ATTACHMENT 1
As a condition precedent to being made aware of confidential information, each Vendor and
subcontractor employee has read the foregoing Agreement and agrees to be bound by its terms.
Employee Name /Company Employee Signature
WASHINGTON SHORT -FORM INDIVIDUAL ACKNOWLEDGMENT I RCW 4244.100)
"W a-. t-.` aim G:..
State of Washington
County of W ha,+ W1
I certify that I know or have satisfactory evidence that
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Place Notary Seal Above
QP_T_IONA_ 1
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:
Document Date:
Signer(s) Other Than Named Above:
Number of Pages:
SS.
Dated: �I�tCWLrd� 22 2011
Month/Day/Year
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Soh 37,K.
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.
My appointment expires
Signature of Notarizing Officer
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Title (Su6h as "Notary Public
dut 7, 2012.
Month /Day/Year of Appointment Expiration
Right Thumbprint
of Signer
Top of thumb here
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1999 National Notary Association 9350 De Soto Ave., PO. Box 2402 Chatsworth, CA 91313 -2402 www.nationalnotary org
Item No. 5906 Reorder: Call Toll -Free 1- 800 -876 -6827