HomeMy WebLinkAboutAddenda - GENERAL CORRESPONDENCE - CONFIDENTIALITYAGREEMENT TO MAINTAIN CONFIDENTIALITY OF TAX RECORDS
AN ADDENDUM TO THE PROFESSIONAL SERVICES AGREEMENT
DATED OCTOBER 26, 2005
THIS AGREEMENT is made and entered into as of the 9th day of November, 2005, by
and between the City of Fort Collins, Colorado, a Colorado municipal corporation (the
"City") and Economic & Planning Systems, Inc., a corporation, (the "Consultant").
IN CONSIDEATION OF the mutual covenants, agreement and provisions herein
contained, the parties hereto covenant and agree as follows:
1. Confidential Nature of Tax Records. The Consultant hereby acknowledges that
the tax records obtained from the City are confidential and that the disclosure of such
records by the Consultant to third parties constitutes a violation of Section 2-568, Section
25-166 and 25-264 of the Code of the City of Fort Collins and grounds for the immediate
termination of the Consultant's contractual relationship with the City.
2. Access to Tax Records. Except as otherwise expressly provided for in this
Agreement, the Consultant shall not duplicate or distribute any of the City's tax records.
The Consultant shall not use the City's tax records to obtain any economic or other
benefit for itself, or any third party, except as specifically authorized by the City. The
Consultant further agrees that only those of its employees who must have access to the
City's tax records in order to fulfill the Consultant's obligations under an agreement with
the City for the purpose of conducting an economic and financial analysis of regional
retail proposals shall be afforded access to such records. Each such employee shall be
informed by the Consultant of the existence of the Consultant's agreement to maintain the
confidentiality of the City's tax records and shall agree to be bound by and to comply
with the provisions of this Agreement regarding the terms and conditions of the receipt of
such records. Each such employee shall further receive a copy of this section of the
Agreement and shall execute the Acknowledgement set forth as Exhibit "A" hereto (the
"Acknowledgement"). One copy of each such Acknowledgement shall be provided to the
City for its records. Furthermore, all tax records supplied to the Consultant pursuant to
the Professional Services Agreement will be returned to the- City.
3. Disclosure Requests. In the event the Consultant is made a party or threatened to
be made a party, or is involved in any action, suit, or proceedings, whether civil, criminal,
investigative, or appellate, and in connection therewith is requested or required to
disclose (by oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process), or wish to disclose any portion
of the tax records supplied to the Consultant by the City under this Agreement, the
Consultant agrees to (i) provide the City with prompt notice of the existence, terms, and
circumstances surrounding such a request, (ii) consult with the City on the advisability of
taking legally available steps to resist or narrow such request, and (iii) if disclosure of
such information is required by others or is sought by the Consultant, exercise best efforts
to obtain a protective order or other reliable assurance that confidential treatment will be
afforded to the City's tax records. The Consultant further agrees that, if in the absence of
a protective order or the receipt of a waiver of the Consultant's compliance with the
provisions of this section, the Consultant is nonetheless, in the opinion of the Consultant's
legal counsel, compelled, notwithstanding this Agreement, to disclose any portion of the
City's tax records to anyone or else stand liable for contempt or suffer censure or penalty,
the consultant may disclose such information to such tribunal without liability hereunder.
4. Remedies. The Consultant hereby acknowledges that strict compliance with all of
the terms and conditions set forth in this section is necessary to preserve the
confidentiality of the City's tax records and that a breach by the Consultant, or any of its
agents or employees, of any of the terms and conditions set forth in this section may
result in damage to the City. In the event of any such breach, the City shall be entitled, in
addition to damages and any other rights and remedies which it may have at law or in
equity, to have an injunction issued by a court of competent jurisdiction enjoining the
Consultant and any other person involved in such breach from the continuation thereof.
5. Indemnification. In addition to the foregoing, the Consultant agrees to indemnify,
defend and hold harmless the City, its elected and appointed officials, employees,
representatives, and agents from and against any and all claims, suits, actions, damages,
liability, costs, expenses and losses, caused by, resulting from, arising out of, or occurring
in connection with the possession and use of the City's tax records, or by reason of any
breach of this section of the Agreement, by the Consultant, its agents or employees,
including, without limitation, reasonable attorney's fees and costs, and costs of
investigation and defense of the City, its officials, agents, representatives, and employees
with respect to any such claims, suits, actions, damages, liability, costs, expenses and
losses to have results from the negligence or willful misconduct of the Consultant.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first written above.
CITY OF FORT COLLINS
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CONSULTANT
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Principal
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The foregoing instrument was acknowledged before m
4(nameof party ing)
a aA of Economic & Planning Systems, Inc.,
(Title of p rty signing) (Name of corporation)
a corporation, on behalf of the corporation this
(hStat f corporation)
jAV day of 2005.
Witness by hand and of icial Seal.
My Commission expires �.
otary Public
EXHIBIT "A"
ACKNOWLEDGEMENT
I, the undersigned, hereby acknowledge that I have read Section Two (2), Access to Tax
Records, of the Agreement dated as of AJd V !? , 2005, by and between the City
of Fort Collins and Economic & Planning Systems, Inc. (the "Confidentiality
Agreement"). I agree to be bound by and comply with the provisions of the
Confidentiality Agreement and to maintain the confidentiality of the City's tax records.
By: A6.e4�t4��
Title: 1Q/ <%C I P rY L
Date: H Id I O S