HomeMy WebLinkAbout442059 INSTITUTE FOR THE BUILT ENVIRONMENT - CONTRACT - SOLE SOURCE - INSTITUTE FOR THE BUILT ENVIRONMENT / CSUOfficial Purchasing Document
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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 THE BOARD OF GOVERNORS OF THE COLORADO STATE
UNIVERSITY ACTING BY AND THROUGH COLORADO STATE UNIVERSITY FOR THE
BENEFIT OF THE INSTITUTE FOR THE BUILT ENVIRONMENT, 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 five (5) pages and incorporated
herein by this reference. Irrespective of references in Exhibit A to certain named third
parties, Service Provider shall be solely responsible for performance of all duties hereunder.
2. Time of Commencement and Completion of Services. The services to be performed
pursuant to this Agreement shall be initiated within fifteen (15) days following execution of
this Agreement. Time is of the essence. Any extensions of the time limit set forth above
must be agreed upon in a writing signed by the parties.
3. Contract Period. This Agreement shall commence November 15, 2018 and shall continue
in full force and effect until June 30, 2020, unless sooner terminated as herein provided.
4. 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 fifteen (15) days from the onset of
such condition.
5. Early Termination by City/Notice. 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 fifteen (15) days
prior to the termination date contained in said notice unless otherwise agreed in writing by
the parties. All notices provided under this Agreement shall be effective when mailed,
postage prepaid and sent to the following addresses:
Service Provider: City: Copy to:
Institute for the Built
Environment - CSU
Attn: Josie Plaut
1501 Campus Delivery
City of Fort Collins
Attn: Kirk Longstein
PO Box 580
Fort Collins, CO 80522
City of Fort Collins
Attn: Purchasing Dept.
PO Box 580
Fort Collins, CO 80522
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Fort Collins, CO 8023-1501
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. Such payment shall be the Service
Provider's sole right and remedy for such termination.
6. Contract Sum. The City shall pay the Service Provider for the performance of this Contract,
subject to additions and deletions provided herein, per the attached Exhibit B, consisting of
one (1) page, and incorporated herein by this reference.
7. 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.
8. 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.
9. Subcontractors. Service Provider may not subcontract any of the Work set forth in the
Exhibit A, Statement of Work without the prior written consent of the city, which shall not be
unreasonably withheld. If any of the Work is subcontracted hereunder (with the consent of
the City), then the following provisions shall apply: (a) the subcontractor must be a reputable,
qualified firm with an established record of successful performance in its respective trade
performing identical or substantially similar work, (b) the subcontractor will be required to
comply with all applicable terms of this Agreement, (c) the subcontract will not create any
contractual relationship between any such subcontractor and the City, nor will it obligate the
City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor
will be subject to inspection by the City to the same extent as the work of the Service
Provider.
10. Personal Services. It is understood that the City enters into the Agreement based on the
special abilities of the Service Provider and that this Agreement shall be considered as an
agreement for personal services. Accordingly, the Service Provider shall neither assign any
responsibilities nor delegate any duties arising under the Agreement without the prior written
consent of the City.
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.
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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 performed by an institute of higher education.
b. Service Provider warrants it will provide services in accordance with the scope of
services attached hereto as Exhibit A.
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 himself 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. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire
agreement between the parties 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.
16. Limitation of Liability and Insurance.
a. Each party hereto agrees to be responsible to the fullest extent allowed by law for its
own wrongful or negligent acts or omissions, or those of its officers, agents, or
employees. It is expressly understood and agreed that nothing contained in this
Agreement shall be construed as an express or implied waiver by either Party of the
protections and limitations of liability set forth in the Colorado Governmental Immunity
Act, C.R.S. §§ 24-10-101, et seq., or as otherwise provided by law. Each Party
represents and warrants that it maintains comprehensive general liability insurance and
all coverages required by law sufficient for the purpose of carrying out the duties and
obligations arising under this Agreement. Service Provider will furnish the City a
certificate evidencing such insurance upon written request.
b. The Service Provider shall take all necessary precautions in performing the work
hereunder to prevent injury to persons and property.
17. Entire Agreement. This Agreement, along with all Exhibits and other documents
incorporated herein, shall constitute the entire Agreement of the parties. Covenants or
representations not contained in this Agreement shall not be binding on the parties.
18. Law/Severability. The laws of the State of Colorado shall govern the construction
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interpretation, execution and enforcement of this Agreement. 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.
19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et.
seq., Service Provider represents and agrees that:
a. As of the date of this Agreement:
1. Service Provider does not knowingly employ or contract with an illegal alien who will
perform work under this Agreement; and
2. Service Provider will confirm the employment eligibility of all newly hired employees
to perform work under this Agreement through a process consistent with the
requirements of Colorado law.
b. Service Provider shall not knowingly employ or contract with an illegal alien to perform
work under this Agreement or knowingly enter into a contract with a subcontractor that
knowingly employs or contracts with an illegal alien to perform work under this
Agreement.
c. Service Provider is prohibited from using the e-Verify Program or Department Program
procedures to undertake pre-employment screening of job applicants while this
Agreement is being performed.
d. If Service Provider obtains actual knowledge that a subcontractor performing work
under this Agreement knowingly employs or contracts with an illegal alien, Service
Provider shall:
1. Notify such subcontractor and the City within three days that Service Provider has
actual knowledge that the subcontractor is employing or contracting with an illegal
alien; and
2. Terminate the subcontract with the subcontractor if within three days of receiving the
notice required pursuant to this section the subcontractor does not cease employing
or contracting with the illegal alien; except that Service Provider shall not terminate
the contract with the subcontractor if during such three days the subcontractor
provides information to establish that the subcontractor has not knowingly employed
or contracted with an illegal alien.
e. Service Provider shall comply with any reasonable request by the Colorado Department
of Labor and Employment (the “Department”) made in the course of an investigation that
the Department undertakes or is undertaking pursuant to the authority established in
Subsection 8-17.5-102 (5), C.R.S.
f. If Service Provider violates any provision of this Agreement pertaining to the duties
imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If
this Agreement is so terminated, Service Provider shall be liable for actual and
consequential damages to the City arising out of Service Provider’s violation of
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Subsection 8-17.5-102, C.R.S.
g. The City will notify the Office of the Secretary of State if Service Provider violates this
provision of this Agreement and the City terminates the Agreement for such breach.
20. Special Provisions. Special provisions or conditions relating to the services to be performed
pursuant to this Agreement are set forth in Exhibit C - Confidentiality, consisting of three (3)
pages, attached hereto and incorporated herein by this reference.
21. 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.
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THE CITY OF FORT COLLINS, COLORADO
By:
Gerry Paul
Purchasing Director
DATE:
ATTEST:
APPROVED AS TO FORM:
THE BOARD OF GOVERNORS OF THE
COLORADO STATE UNIVERSITY SYSTEM,
acting by and through Colorado State University:
By:
Angela Nielsen
Director, Office of Budgets
Date:
Approved By:
Josie Plaut
Associate Director
Approved As To Form:
By:
Grant Calhoun
Director of Contracting Services
DocuSign Envelope ID: 280F57FA-C830-4325-AFA1-03D3249561B4
11/16/2018
Assistant City Attorney ll
11/20/2018
City Clerk
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EXHIBIT A
SCOPE OF SERVICES
OVERVIEW
The multifamily energy benchmarking and building challenge seeks to: 1) engage multifamily
building owners, operators, and property managers in using ENERGY STAR Portfolio Manager
to help reduce energy use and realize financial savings, and 2) to educate tenants about the
impact of ENERGY STAR scores on their cost of living. Service Provider will recruit and provide
ENERGY STAR training and support to building owners, operators, and property managers,
with the intent of seeding a knowledge network and building a community of practice. Service
Provider will engage student volunteers in educating fellow tenants about how to use ENERGY
STAR scores to understand the true costs of renting. Service Provider will aim to recruit 30 to 90
multifamily properties containing buildings over 20,000 ft2 into a benchmarking program and
energy challenge, and to educate tenants in 500 to 1,200 units about the benefits of renting
ENERGY STAR rated homes. Lastly, Service Provider will support reservations and messaging
for a banquet that will celebrate challenge winners – those property owners/managers who
achieved the greatest percent of energy savings over a one‐year period.
SCOPE OF SERVICES
PHASE 1
Phase 1, to be completed by December 31, 2018, will be focused on strategy and collateral
development, and initial recruitment activities to prepare for and inform additional recruitment in
2019. It will also entail reserving a venue for the recognition banquet, to be held in 2020.
Task 1: Benchmarking Challenge Recruitment
In 2019, Service Provider will target recruitment of 30 to 90 properties, with a focus on those
with the highest EUI, into the benchmarking support program and energy challenge. In Phase 1
in 2018, Service Provider will work closely with City Staff to design the recruitment strategy,
develop recruitment collateral, and initiate recruitment activities.
In Phases 1 and 2, Service Provider will target recruitment of 30 to 90 properties, with a focus
on those with the highest EUI, into the benchmarking support program and energy challenge.
Outreach strategies and prioritization of target entities will be determined collaboratively by
Service Provider and City Staff. Service Provider sees an opportunity to target a subset of
property management companies, property managers, and owners, to enable efficient, effective
recruitment through one‐on‐one support, though building managers may be those who
eventually participate directly in benchmarking sessions. Prioritization of target individuals and
companies will be based on the total number of properties that the individual/company
owns/manages within Fort Collins.
Service Provider will:
Develop a recruitment strategy, working closely with City Staff
Identify and prioritize property management companies, property managers, and
owners, working closely with the City; City Staff will provide contact information for
property owners and property managers, if possible
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Develop and design recruitment messaging and collateral for both broad and targeted
marketing, working closely with City staff to ensure alignment with City branding; City will
print collateral in 2019
Recruit existing benchmarking champions to help recruit challenge participants and
support trainings in 2019
Recruit local energy experts to support benchmarking trainings and jams in 2019
Provide project management support
Task 2: Tenant Engagement Strategy
In 2019, Service Provider will target educating tenants of 500 to 1,200 units, across 30 to 90
properties, on the value of ENERGY STAR scores and their impact on tenants’ cost of living,
with a goal of encouraging tenants to ask for ENERGY STAR scores as part of future rental
decisions. In 2018, during Phase 1, Service Provider will focus on developing the engagement
strategy, in close collaboration with City staff. Service Provider will:
Develop tenant engagement and volunteer recruitment strategies, working closely with
the City
Develop and design outreach materials, working closely with City staff to ensure
alignment with City branding; City will print collateral in 2019
Provide project management support
Task 3: Recognition Banquet Planning
In 2019, the City will host a banquet to recognize the winning challenge participants—those who
demonstrated the greatest percent reduction in energy use after one year of tracking energy
data. In 2018, during Phase 1, IBE will lay the groundwork for this banquet by:
Reserving a venue for the banquet
Identifying an event manager to manage banquet planning in 2019, including but not
limited to logistics, promotion, and budget management
Providing project management support
PHASE 2
Phase 2, to begin in January 2019, will be focused on recruiting benchmarking challenge
participants, supporting benchmarking training and the challenge, executing the tenant
engagement strategy, and supporting the recognition banquet.
Task 1: Recruit Property Managers & Owners
Service Provider will target recruitment of 30 to 90 properties, with a focus on those with the
highest EUI, into the benchmarking support program and energy challenge. All owners of
multifamily buildings over 20,000 ft2 will be invited to participate. In Phase 2, Service Provider
will continue recruitment efforts initiated in 2018; anticipated Phase 2 activities include:
Conducting personalized outreach to target entities; outreach activities may include
personal emails, phone calls, and/or in‐person meetings
Continuing from Phase 1, recruitment of existing benchmarking champions to help
recruit challenge participants and support trainings in 2019
Continuing from Phase 1, recruitment of local energy experts to support benchmarking
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training and jam activities in 2019
Providing project management support
Given that benchmarking will be completely voluntary for multifamily properties for the duration
of this project, even if a benchmarking ordinance is passed, recruitment is anticipated to be
more challenging than if an ordinance was fully in effect during the project period. Tasks 2 and 4
within the Phase 2 Scope of Work are contingent on the success of Task 1. Service Provider will
schedule two to three check‐ins with the City throughout the recruitment process. In the event
that Service Provider is unable to meet the recruitment goal with the agreed upon strategy, the
City and Service Provider will work collaboratively to determine a desired path forward (e.g., re‐
framing the remaining Scope of Work, delaying the remaining Scope until an ordinance is
passed, or continuing recruitment efforts). Should recruitment efforts be easier than anticipated,
remaining time from Task 1 may be reallocated to Tasks 2 and 3.
Task 2: Provide Benchmarking Support
Service Provider will provide benchmarking support to those property/building managers who
participate in the challenge by:
Hosting three (3) 1‐hour presentations to introduce participants to foundational
information (e.g., creating an ENERGY STAR account, required ENERGY STAR data,
navigating Xcel Energy benchmarking portal) and encourage participation in the
challenge
Facilitating seven (7) 1‐hour benchmarking data jams
Offering one (1) 1‐hour, one‐on‐one session with up to 20 targeted participants to
address individualized questions and challenges related to benchmarking program tools,
and to support them in the challenge; participants eligible for one‐on‐one support will be
determined in collaboration with the City
Coordinating participation in benchmarking jams and one‐on‐one sessions with local
energy expert volunteers
Providing project management support
The Task 3 Scope of Work excludes analysis of participants’ energy and water use and
identification of individualized opportunities for increased performance. Service Provider will
direct participants to the City Utilities’ Multifamily Buildings Program for further support.
Task 3: Engage Tenants
Service Provider will target educating the tenants of 500 to 1,200 units, across 30 to 90
properties, on the value of ENERGY STAR scores and their impact on tenants’ cost of living,
with a goal of encouraging tenants to ask for ENERGY STAR scores as part of future rental
decisions. The engagement strategy will be developed in close collaboration with City staff.
Service Provider’s role in recruitment, training, and implementation is anticipated to include:
Recruiting volunteers (emphasis on students) to serve as champions by educating their
fellow tenants; education strategies may include door hangers, intercepts in the lobby,
and other strategies to be decided jointly by Service Provider and the City
Training student volunteers via two (2) 1‐hour meetings
Hosting three (3) support meetings with student volunteers to share challenges and
lessons learned, and to check in on progress
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Providing up to 40 hours of additional tenant engagement support, to be determined in
collaboration with the City; may include but not be limited to intercept interviews, tabling
at events, etc.
Providing project management support
Service Provider anticipates focusing initial recruitment efforts on student volunteers and will
capture lessons learned from this initiative to inform the City’s future, broader tenant
engagement strategy.
Due to the unpredictable nature of this activity, Service Provider cannot guarantee meeting the
target numbers; however, Service Provider will make every reasonable effort, within the time
allotted above, to meet the program objectives. Service Provider and the City will meet on two to
three occasions during Task 3 to provide progress updates and adjust strategy, as needed and
mutually agreed upon.
Task 4: Coordinate Recognition Banquet
Service Provider will coordinate/sub‐contract with either CSU Events or an external contractor to
coordinate a banquet that will recognize the winning challenge building owners/managers—
those who demonstrated the greatest percent reduction in energy use after one year of tracking
energy data. Coordination services will include management of all other event details, including
but not limited to event planning, promotion, and budget management. Service Provider will
work closely with the City and subcontractor on messaging for all banquet communications.
ASSUMPTIONS
The above services and fees for Phases 1 and 2 are based on the following assumptions:
The City will provide as much contact information for building owners/managers as
possible.
All benchmarking and additional meetings with building owners/managers, as well as
with tenant education volunteers, will take place at City offices, thereby eliminating
venue rental fees.
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TIMELINE
The below timeline is based on an anticipated project start date of November 15, 2018. Actual
timeline will be dependent on scheduling with and approvals by key City staff, as well as
challenge participants.
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EXHIBIT B
COMPENSATION
Compensation for Phase 1 Services
Total fee for Phase 1 scope of work is $15,000, fixed:
Task Task Cost
1. Benchmarking Challenge Recruitment $9,505.00
2. Tenant Engagement Strategy $2,633.00
3. Recognition Banquet Planning $862.00
Additional Expenses: Banquet venue $2,000.00
TOTAL $15,000.00
Compensation for Phase 2 Services
Total fee for Phase 2 scope of work is $35,000, fixed:
Task Task Cost
1. Recruit property managers & owners $4,481.00
2. Provide benchmarking support $12,021.00
3. Engage tenants $7,244.00
4. Coordinate recognition banquet $4,354.00
Additional Expenses: Banquet food & award, training supplies, $6,900.00
food & beverage for trainings
TOTAL $35,000.00
Invoicing
The scope of work and associated fees will be invoiced on a fixed fee basis. Service Provider
will bill monthly based on progress and services performed. Service Provider will submit
invoices by the 10th of each month. Payment terms are Net 30.
Reimbursable Expenses (Travel)
Inclusions: The above scope of work includes local travel to and from meetings. Additional travel
is not anticipated and would be considered outside of this scope of work.
Reimbursable Expenses (Non‐travel)
Anticipated reimbursable expenses include training supplies, banquet venue rental, and food
and beverage to serve during meetings and at the banquet.
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EXHIBIT C
CONFIDENTIALITY
IN CONNECTION WITH THE SERVICES to be provided by Professional under this
Agreement, the parties agree to comply with reasonable policies and procedures with regard to
the exchange and handling of confidential information and other sensitive materials between the
parties, as set forth below.
1. Definitions.
For purposes of this Agreement, the party who owns the confidential information and is
disclosing same shall be referenced as the “Disclosing Party.” The party receiving the
Disclosing Party’s confidential information shall be referenced as the “Receiving Party.”
2. Confidential Information.
Confidential Information controlled by this Agreement refers to information which is not
public and/or is proprietary and includes by way of example, but without limitation, City
customer information, utility data, service billing records, customer equipment information,
location information, network security system, business plans, formulae, processes,
intellectual property, trade secrets, designs, photographs, plans, drawings, schematics,
methods, specifications, samples, reports, mechanical and electronic design drawings,
customer lists, financial information, studies, findings, inventions, and ideas.
To the extent practical, Confidential Information shall be marked “Confidential” or
“Proprietary.” Nevertheless, Professional shall treat as Confidential Information all customer
identifiable information in any form, whether or not bearing a mark of confidentiality or
otherwise requested by the City, including but not limited to account, address, billing,
consumption, contact and other customer data. In the case of disclosure in non-
documentary form of non-customer identifiable information, made orally or by visual
inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party,
the obligation to confirm in writing the fact and general nature of each disclosure within a
reasonable time after it is made in order that it is treated as Confidential Information. Any
information disclosed to the other party prior to the execution of this Agreement and related
to the services for which Professional has been engaged shall be considered in the same
manner and be subject to the same treatment as the information disclosed after the
execution of this Agreement with regard to protecting it as Confidential Information.
3. Use of Confidential Information.
Receiving Party hereby agrees that it shall use the Confidential Information solely for the
purpose of performing its obligations under this Agreement and not in any way detrimental
to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party
uses with respect to its own proprietary or confidential information, which in any event shall
result in a reasonable standard of care to prevent unauthorized use or disclosure of the
Confidential Information. Except as otherwise provided herein, Receiving Party shall keep
confidential and not disclose the Confidential Information. The City and Professional shall
cause each of their directors, officers, employees, agents, representatives, and
subcontractors to become familiar with, and abide by, the terms of this section, which shall
survive this Agreement as an on-going obligation of the Parties.
Professional shall not use such information to obtain any economic or other benefit for itself,
or any third party, other than in the performance of obligations under this Agreement.
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4. Exclusions from Definition.
The term “Confidential Information” as used herein does not include any data or information
which is already known to the Receiving Party or which before being divulged by the
Disclosing Party (1) was generally known to the public through no wrongful act of the
Receiving Party; (2) has been rightfully received by the Receiving Party from a third party
without restriction on disclosure and without, to the knowledge of the Receiving Party, a
breach of an obligation of confidentiality; (3) has been approved for release by a written
authorization by the other party hereto; or (4) has been disclosed pursuant to a requirement
of a governmental agency or by operation of law.
5. Required Disclosure.
If the Receiving Party is required (by interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process, or by federal, state, or local law,
including without limitation, the Colorado Open Records Act) to disclose any Confidential
Information, the Parties agree the Receiving Party will provide the Disclosing Party with
prompt notice of such request, so the Disclosing Party may seek an appropriate protective
order or waive the Receiving Party’s compliance with this Agreement.
The Receiving Party shall furnish a copy of this Agreement with any disclosure.
6. Notwithstanding paragraph 5, Professional shall not disclose Confidential Information to any
person, directly or indirectly, nor use it in any way, except as required or authorized in
writing by the City.
7. Red Flags Rules.
Professional must implement reasonable policies and procedures to detect, prevent and
mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found
at 16 Code of Federal Regulations part 681. Further, Professional must take appropriate
steps to mitigate identity theft if it occurs with one or more of the City’s covered accounts
and must as expeditiously as possible notify the City in writing of significant breeches of
security or Red Flags to the City.
8. Data Protection and Data Security.
In addition to the requirements of paragraph 7, Professional shall have in place information
security safeguards designed to conform to or exceed industry best practices regarding the
protection of the confidentiality, integrity and availability of utility and customer information
and shall have written agreements requiring any subcontractor to meet those standards.
These information security safeguards (the “Information Security Program”) shall be
materially consistent with, or more stringent than, the safeguards described in this Exhibit.
a) Professional’s information security safeguards shall address the following elements:
Data Storage, Backups and Disposal
Logical Access Control (e.g., Role-Based)
Information Classification and Handling
Secure Data Transfer (SFTP and Data Transfer Specification)
Secure Web Communications
Network and Security Monitoring
Application Development Security
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Application Security Controls and Procedures (User Authentication, Security
Controls, and Security Procedures, Policies and Logging)
Incident Response
Vulnerability Assessments
Hosted Services
Personnel Security
b) Subcontractors. Professional may use subcontractors, though such activity shall not
release or absolve Professional from the obligation to satisfy all conditions of this
Agreement, including the data security measures described in this Exhibit, and to require
a substantially similar level of data security, appropriate to the types of services provided
and Customer Data received, for any subcontractor Professional may use. Accordingly,
any release of data, confidential information, or failure to protect information under this
Agreement by a subcontractor or affiliated party shall be attributed to Professional and
may be considered to be a material breach of this Agreement.
9. Confidential 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 the
Professional can ensure security for the Confidential Information so stored. Work stations or
laptops to be used in the Work will be required to have personal firewalls on each, as well as
have current, active anti-virus definitions.
10. The Agreement not to disclose Confidential Information as set forth in this Exhibit shall apply
during the term of the Work and at any time thereafter unless specifically authorized by the
City in writing.
11. If Professional breaches this Agreement, in the City’s sole discretion, the City may
immediately terminate this Agreement and withdraw Professional’s right to access
Confidential Information.
12. Notwithstanding any other provision of this Agreement, all material, i.e., various physical
forms of media in which Confidential Information is contained, including but not limited to
writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of
the Disclosing Party and, upon request, shall be promptly returned, together with all copies
thereof to the Disclosing Party. Upon such return of physical records, all digital and
electronic data shall also be deleted in a non-restorable way by which it is no longer
available to the Receiving Party. Written verification of the deletion (including date of
deletion) is to be provided to the Disclosing Party within ten (10) days after completion of
engagement, whether it be via termination, completion or otherwise.
13. Professional 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, Professional 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.
DocuSign Envelope ID: 280F57FA-C830-4325-AFA1-03D3249561B4