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HomeMy WebLinkAboutCONTRACT - RFP - 9723 TOWING SERVICES - CITY FLEET AND POLICE EVIDENCEOfficial Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 1 of 13 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and IMPORT TOWING AND RECOVERY OF WYOMING, INC., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit A, consisting of four (4) pages and incorporated herein by this reference. 2. Contract Period. This Agreement shall commence April 1, 2023, and shall continue in full force and effect until March 31, 2024, unless sooner terminated as herein provided. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 4. Early Termination by City. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least ten (10) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. In the event of early termination by the City, the Service Provider shall be paid for services rendered to the date of termination, subject only to the satisfactory performance of the Service Provider's obligations under this Agreement. Service Provider shall submit a final invoice within ten (10) days of the effective date of termination. Undisputed invoices shall be paid Net 30 days of the date of the invoice. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Notices. All notices provided under this Agreement shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 2 of 13 addresses: Service Provider: City: Copy to: Import Towing and Recovery of Wyoming, Inc. Attn: Debra Milan 2829 Laporte Ave. Fort Collins, CO 80521 importtowing@gmail.com City of Fort Collins Attn: Kristy Volesky PO Box 580 Fort Collins, CO 80522 kvolesky@fcgov.com City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com 6. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Compensation. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, as per the attached Exhibit B, consisting of one (1) page and incorporated herein by this reference. Invoices shall be emailed to invoices@fcgov.com with a copy to the City Representative. The cost of the work completed shall be paid to the Service Provider following the submittal of a correct itemized invoice by the Service Provider. The City is exempt from sales and use tax. The City’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The City pays invoices on Net 30 days from the date of the invoice. 8. Appropriation. To the extent this Agreement or any provision in it constitutes a multiple fiscal year debt or financial obligation of the City, it shall be subject to annual appropriation by City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 9. Independent Service Provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work. 11. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 3 of 13 12. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. 13. Default. Each and every term and condition hereof shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 14. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail themselves of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 15. Entire Agreement; Binding Effect; Order of Precedence; Authority to Execute. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties regarding this transaction and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. In the event of a conflict between terms of the Agreement and any exhibit or attachment, the terms of the Agreement shall prevail. Each person executing this Agreement affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this Agreement. 16. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit C, consisting of one (1) page attached hereto, and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 4 of 13 Director, purchasing@fcgov.com or P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 17. Law/Severability. The laws of the State of Colorado shall govern the construction, interpretation, execution, and enforcement of this Agreement. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the City subsequently agrees in writing that the matter may be heard in federal court, venue will be in Denver District Court. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 18. Utilization by Other Agencies. The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the City of Fort Collins in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the Service Provider. The City’s concurrence hereunder is subject to the Service Provider’s commitment that this authorization shall not have a negative impact on the work to be completed for the City. 19. Prohibition Against Unlawful Discrimination. The City, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d-4) and the Regulations, affirmatively ensures that for all contracts entered into with the City, disadvantaged business enterprises are afforded a full and fair opportunity to bid on the contract and are not to be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 5 of 13 The City requires its vendors to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 20. Governmental Immunity Act. No term or condition of this Agreement shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101 et seq. and under any other applicable law. 21. Colorado Open Records Act. The City is subject to Sec. 24-72-201 et seq. of the Colorado Revised Statute (CORA). This Agreement is subject to public disclosure in whole pursuant to CORA. 22. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the defaulting Party which could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the defaulting Party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the Consultant must provide written notice to the City of such condition within ten (10) days from the onset of such condition. 23. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit D - Confidentiality, consisting of one (1) page, attached hereto, and incorporated herein by this reference. [Signature Page Follows] DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 6 of 13 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: IMPORT TOWING AND RECOVERY OF WYOMING, INC. By: Printed: Title: Date: DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Debra Milan 4/13/2023 President Assistant City Attorney 4/24/2023 City Clerk Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 7 of 13 EXHIBIT A SCOPE OF SERVICES A. Scope of Work The type of towing services required will vary by type of vehicle and type of tow. Automobiles and light to medium duty trucks may be towed using a tilt-bed wrecker or a standard wrecker with underbody or wheel dolly equipment. A tilt-bed wrecker may be specified by the City whenever the requesting personnel judge that to be the most appropriate method. Wreckers dispatched to tow single-axle, heavy duty trucks and mini- buses must have a GVWR of between 19,501 and 29,999 pounds. Those dispatched to tow tandem-axle trucks and full-size buses must have a GVWR of at least 30,000 pounds. Full-size buses may be flat-towed using a tow bar attached to the eyelets at the front of the bus. If that is not appropriate, the wrecker must be able to lift the front end of the bus and tow it safely without damaging the wheelchair lift in the front of the bus. Vehicles will occasionally need to be towed long distances to a repair facility. At the sole discretion of the City, Service Provider may be required to transport the vehicle on a trailer or using a tilt-bed wrecker with sufficient load capacity. Service Provider personnel may enter vehicle to be towed only when necessary to prepare the unit for towing. When relocating a vehicle, the vehicle must be safely parked in the new location, windows closed, and locked securely. If a vehicle is locked and the emergency brake is set it must be towed using a dolly. At the request of City personnel, vehicles parked in areas marked for street rehab or sweeping operations may be towed to Service Provider's lot and stored until reclaimed by the owner. Such vehicles must be safely parked in a fenced storage lot, windows closed, and locked securely. Service Provider shall maintain true and accurate records according to the daily record requirements of CRS Section 42-5-105. After moving vehicles to accommodate street sweeping, street rehab or during winter storms, Service Provider must forward relocated vehicle make, color, and license number to the Department Representative who requested the towing. Towing shall be done so as to prevent damage to towed vehicles or to minimize further damage to vehicles which are already damaged. The Service Provider shall have a fenced, secure vehicle storage lot. Stored vehicles shall not be released until the rightful ownership of the vehicle is established. The City shall not be responsible for payment of towing or storage fees for vehicles towed to the Service Provider storage lot. If the Service Provider cannot be reached at the designated phone number three or more times in a 30-day period, or if the Service Provider fails to respond to a towing request within the time limits established in these Specifications more than three times in a 30-day period, the Service Provider agreement may be terminated. Service Provider shall: 1. Own or lease and operate a fleet of tow vehicles capable of providing all the towing services described in this RFP. Leased vehicles must be in regular use by the Service Provider and have been procured under multi-year operating lease agreements. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 8 of 13 2. Provide towing services, on an as-needed basis, from the location of the disabled vehicle to the designated repair facility. Drivers must be familiar with the four main City shop locations although vehicles are sometimes towed to other locations. 3. Make all vehicle hook-ups according to manufacturer’s specifications contained in the vehicle “Owner’s Manual” or according to the most current edition of the “AAA Towing Manual”. 4. Have a valid Tow Permit issued by the Colorado Public Utilities Commission and comply with all applicable Federal, State, and local regulations 5. Provide the City with a single telephone number to be used for requesting towing services 24 hours a day, seven days a week. This phone number must be answered by a person who can dispatch a tow truck and give the requesting employee an accurate estimated time of arrival (ETA), or schedule towing when immediate service is not being requested. 6. Dispatch tow trucks using radio, cellular phone or other electronic means. 7. Be at the disabled vehicle location within 45 minutes of receiving a request for towing services, unless the City employee initiating the request authorizes additional time. 8. Immediately, upon receiving a request for tow, advise the City employee if a tow truck cannot be at the disabled vehicle location within 45 minutes so service can be requested elsewhere. 9. Provide towing using equipment appropriate to the type of vehicle being towed. 10. Provide the City employee who requested Relocation towing or had vehicles towed to the Service Provider's lot with a list of vehicles towed. 11. Provide for storage of spare tires for use in replacing tires on Police vehicles for after- hours repairs. 12. Provide tire changes on Police vehicles for after-hours repairs. City employees will: 1. Call the listed Service Provider number to request appropriate towing services. 2. Provide dispatch personnel with the disabled vehicle type, location, vehicle damage, and any other information pertinent to the requested tow. 3. Ensure access to City repair facility if the vehicle is to be towed to one of those locations. 4. Provide directions and contact information when a vehicle is to be towed to any other location. 5. Provide lists of relocated vehicles to the Police Department. Additional Qualifications/Requirements: 1. Service Providers must notify the City Representative when towing equipment is added or deleted from their inventory. 2. Service Provider must obtain a clearance from Fort Collins Police Services for drivers prior to assigning them to tow City vehicles. Fort Collins Police Services will check all sources of information they deem relevant and appropriate before issuing a clearance. The Service Provider shall provide the City Representative with the following information about each person seeking clearance: DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 9 of 13 • Full name, date of birth, social security number, and valid driver’s license number. 3. No person may tow City vehicles if that person has: • An active criminal arrest warrant. • A conviction for any felony, on parole for such felony, or who has been released from custody for such felony within the previous ten years. • A misdemeanor conviction on drug related charges within the previous five years. • A non-drug-related misdemeanor or petty offense conviction within the past three years. Definitions: 1. Normal Towing – Flat towing, towing by lifting either end of a vehicle, towing using a dolly, or transporting the disabled vehicle using a tilt-bed wrecker. 2. Long Distance Tow – Towing to or from a repair facility outside the Fort Collins Towing Area. This type of towing will normally be done with a tilt-bed wrecker or by trailer. 3. Relocation Towing – Moving vehicles out of the path of street rehab or street sweeping operations and moving vehicles off Snow Emergency routes during winter storms. 4. Towing to Service Provider's Lot – When requested by City personnel, Service Provider will tow vehicles parked in areas marked for street rehab or sweeping operations to the Service Provider's secure storage area and stored until reclaimed by the owner. 5. Fort Collins Towing Area – Geographical area where hookup prices and local trip fees apply. Outside this area hookup fees are calculated on a per mile basis, as specified for Long Distance towing. This area is bounded by the foothills on the west, I-25 on the east, by CR 54 on the north, and on the south by CR30, plus any place within the City limits lying outside that area. 6. Tow to Service Provider's Lot. This rate is to be used only for towing evidentiary vehicles from Police Services to the Service Provider's lot. 7. Evidentiary tows, owner responsible for payment of fees - towing of vehicles where the driver was at fault in an accident or if Police need to collect evidence from the vehicle relating to a crime. Vehicles will be towed to Police Services. When the vehicle is no longer needed by Police, Service Provider will tow it to their storage yard. All towing charges will be the responsibility of the vehicle owner. Applicable fees would be: Normal or Long Distance hookup, and any clean-up, dolly, or other charges for the initial tow to Police Services, plus a Tow to Service Provider's Lot hookup fee and dolly charge, if applicable, for towing the vehicle to the Service Provider's lot. 8. Evidentiary tows, Police Services responsible for payment of fees - a nonconsensual or consensual tow of a vehicle to Police Services for the purpose of collecting evidence related to an accident or crime where the vehicle owner or operator is not at fault or is a victim of crime. Towing charges will be paid by Police Services and the vehicle will be released back to the owner from the Police Service lot. If the vehicle of a victim is towed to Police Services for evidentiary purposes and is to be released but is in-operable condition, the Service Provider will be contacted to move the vehicle to the Service Provider’s lot and Police Services should be charged the Normal towing hookup fee as detailed below in Section III.F Cost and Work hours. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 10 of 13 Change Notifications: Notify the City Representative when adding or removing vehicles and equipment from your fleet equipment listing for these services. Provide the City Representative with the driver information specified above and do not assign any new drivers to City towing until a clearance has been received from Fort Collins Police Services. The City Representative will notify you when such clearance is received. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 11 of 13 EXHIBIT B BID SCHEDULE/COMPENSATION The following pricing shall remain fixed for the initial term of this Agreement. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 12 of 13 EXHIBIT C INSURANCE REQUIREMENTS The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The City, its officers, agents and employees shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this Agreement. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The Service Provider shall maintain during the life of this Agreement such General Liability as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for General Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The Service Provider shall maintain during the life of this Agreement such Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for Automobile Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 Official Purchasing Document Last updated 1/2023 SA – Import Towing and Recovery of Wyoming, INC. 9723 Towing Services – City Fleet and Evidence Page 13 of 13 EXHIBIT D CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6 DocuSign Envelope ID: EA1986FA-D3EE-4AE3-9027-8FEB978752F6