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HomeMy WebLinkAbout555271 AAC UTILITY PARTNERS - CONTRACT - RFP - 8075 CONSULTATION SERVICES FOR REVIEW & RECOMMENDAAmendment 01 - RFP 8075 Consultation Services for Review of Upgrading or Purchasing a New Utility Customer Information System Page 1 of 3 Amendment #01 RFP 8075 CONSULTATION SERVICES FOR REVIEW AND RECOMMENDATION OF UPGRADING OR PURCHASING A NEW UTILITY CUSTOMER INFORMATION SYSTEM This Amendment (Amendment) is entered into by and between AAC Utility Partners, LLC (Professional) and the City of Fort Collins, Colorado (“City”). WHEREAS, the Professional and City have mutually entered into a Professional Services Agreement dated September 28, 2015 (the “Agreement”); and WHEREAS, the City desires to amend Exhibit F of the Agreement; and WHEREAS, Professional agrees to amend Exhibit F of the Agreement; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises herein contained, the parties agree as follows: 1. Delete the Confidentiality Exhibit (Exhibit F); 2. Insert the attached Non-Disclosure document, also titled Exhibit F. Except as expressly amended by this Amendment, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year shown. THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: AAC UTILITY PARTNERS, LLC By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: 0E9FECD1-7E6A-4C69-B821-C084487B5753 Edwin Crow Managing Partner 12/1/2015 12/2/2015 Amendment 01 - RFP 8075 Consultation Services for Review of Upgrading or Purchasing a New Utility Customer Information System Page 2 of 3 EXHIBIT F NON-DISCLOSURE IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Professional 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. 1. Confidential Information. Confidential Information controlled by this Agreement refers to information which is confidential and/or proprietary and includes by way of example, but without limitation, City customer information, Utility Application Landscape Drawing, IT Strategic Plan Roadmap, 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". In the case of disclosure in non-documentary form made orally or by visual inspection, the Discloser shall have the right, or, if requested by the Recipient, 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 shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this Agreement. 2. Use of Confidential Information. Recipient 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 Discloser. Recipient agrees to use the same degree of care Recipient 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, Recipient shall keep confidential and not disclose the Confidential Information. The City and Contractor shall cause each of their directors, officers, employees, agents, representatives, Subcontractors to become familiar with, and abide by, the terms of this section. 3. 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 receiving 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. 4. Required Disclosure. If the receiving party is required (by oral questions, 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 that the receiving party will provide the disclosing party with prompt notice of such request, so that the disclosing party may seek an appropriate protective order or waive the receiving party’s compliance with the provisions of this Agreement. The parties further agree that if, in the absence of a protective order or the receipt of a waiver hereunder, the receiving party is DocuSign Envelope ID: 0E9FECD1-7E6A-4C69-B821-C084487B5753 Amendment 01 - RFP 8075 Consultation Services for Review of Upgrading or Purchasing a New Utility Customer Information System Page 3 of 3 nonetheless, in the opinion of its legal counsel, compelled by law to disclose Confidential Information to any person, entity or tribunal, the receiving party may disclose such Confidential Information to such person, entity or tribunal without any liability under this Agreement. 5. Professional shall not, disclose any such Confidential Information to any person, directly or indirectly, nor use it in any way, except as required or authorized by the City. 6. 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 Vendor 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. 7. The agreement not to disclose Confidential Information as set forth in this document shall apply during the term of the project and at any time thereafter unless specifically authorized by the City in writing. 8. Professional shall make no copies of any Confidential Information obtained. 9. If Professional breaches this Agreement, the City may immediately terminate this Agreement and withdraw Professional’s right to access Confidential Information. 10. 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 Discloser and, upon request, shall be promptly returned, together with all copies thereof to the Discloser. All digital and electronic data should be deleted in a non-restorable way by which it is no longer available to the Recipient. Written verification of the deletion (including date of deletion) is to be provided to the Discloser within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. 11. Professional acknowledges that 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, 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. 12. No act of omission or commission of either the City or Professional, 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. 13. Neither party shall assign any of its rights, privileges or obligations under this Agreement to any third party without prior written consent of the other party. 14. This Agreement is to be construed in accordance with the laws of the State of Colorado. Venue and jurisdiction for any cause of action or claim asserted by either party hereto shall be in the District Court of Larimer County, Colorado. DocuSign Envelope ID: 0E9FECD1-7E6A-4C69-B821-C084487B5753