10_Att_9_City_NDA.pdf

Sourcing Event ID 11697 1 of 5 October 02, 2026 Confidentiality & Nondisclosure Agreement (5-26)

ATTACHMENT 9

REQUEST FOR PROPOSALS

FOR

WATERFRONT RESILIENCE PROGRAM (“WRP”) PRE-CONSTRUCTION ENGINEERING AND

DESIGN SERVICES CONSULTANT

CITY AND COUNTY OF SAN FRANCISCO

CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT

This Confidentiality and Nondisclosure Agreement (the “Agreement”) is entered into this [Date] day of [Month], 2026, (the “Effective Date”) by and between [Prospective or Current Supplier Name] (“Party”), and the City and County of San Francisco acting through the San Francisco Port Commission (“City”) (hereinafter jointly referred to as the “Parties”).

WHEREAS, the City and Party wish to explore a potential business relationship in connection with which the City may disclose its Confidential Information (as defined below) to the Party as part of the Request for Proposals for Waterfront Resilience Program (“WRP”) Pre-Construction Engineering and Design Services Consultant (“RFP”); and

WHEREAS, in order to provide information during the RFP process, City may provide the Party information about critical infrastructure related; and

WHEREAS, the City is willing to provide the Party with access to its Confidential Information for such purpose provided City has reasonable assurances that the Party will not disclose the City’s Confidential Information to third parties.

NOW therefore, the Parties agree as follows:

1. Definition of Confidential Information. “Confidential Information” refers to the City’s information, data or materials, regardless of whether it is in tangible form, that is disclosed or otherwise made available by or on behalf of the City to the Party as part of RFP Process and that is designated by the City as “Confidential,” “Proprietary” or some similar designation which may include, but is not limited to, reference documents provided by Port of San Francisco.

2. Nondisclosure of Confidential Information.

(a) Use. Party agrees not to use any Confidential Information disclosed to it by City for any purpose other than to carry out discussions concerning, and the undertaking of the RFP. Party will not disclose any Confidential Information to parties or agents designated by

Sourcing Event ID 11697 2 of 5 October 02, 2026 the Party who need to know the information in order to evaluate the suitability of the Party for the RFP.

(b) Exclusions. Notwithstanding the above, Party shall not have liability to City with regard to any Confidential Information that: (i) at the time of disclosure, is available to the general public; (ii) at a later date, becomes available to the general public through no fault of Party, and then only after such later date; (iii) is disclosed to Party without restriction on disclosure by a third party who had the lawful right to disclose such information; (iv) was independently developed by Party without the use of any Confidential Information; or (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body.

(c) The terms of confidentiality under this Agreement shall not be construed to limit either the City or the Party’s right to independently develop or acquire products without use of the other Party’s Confidential Information. This sub-paragraph shall not be deemed to grant to the Party a license under the City’s copyrights or patents.

(d) Survival of Confidentiality Obligation. Notwithstanding the return or destruction, or elimination of access to the Confidential Information as set forth in Section 4, the confidentiality obligations for all Parties shall survive and continue after any termination of this Agreement. (Section 5).

3. Compliance with Court Order or Public Disclosure Laws. In the event that disclosure of Confidential Information is mandated by a court order, Party shall immediately notify City and shall take all reasonable steps to enable and permit City to seek a protective order or take other appropriate action. If, in the absence of a protective order, Party is required as a matter of law to disclose the Confidential Information, it may disclose to the party compelling the disclosure only the part of the Confidential Information required by law to be disclosed (in which case, where practicable prior to such disclosure, Party will advise and consult with City and its counsel as to such disclosure). Nothing in this Agreement shall require Party to take any action, or to refuse to release information where to do so would violate applicable law.

4. Return of the City’s Confidential Information. Any materials or documents containing Confidential Information that have been furnished by City to Party in connection with the business relationship will be promptly returned to City, accompanied by all copies of such documentation or certification of destruction of such Confidential Information, within thirty (30) days following the earlier of: (a) termination of discussions with the City for evaluation of a business relationship (b) a written request from City; or (c) the end of the term of this Confidentiality and Nondisclosure Agreement.

5. Term. This Agreement shall be effective from the Effective Date and shall continue until the end the documents are destroyed by [Date].

Sourcing Event ID 11697 3 of 5 October 02, 2026

6. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree to renegotiate such provision in good faith. In the event that the Parties cannot reach a mutually agreeable and enforceable replacement for such provision, then: (a) such provision shall be excluded from this Agreement;

(b) the balance of the Agreement shall be interpreted as if such provision were so excluded;

and (c) the balance of the Agreement shall be enforceable in accordance with its terms.

7. Remedies. It is understood and agreed that money damages would not be a sufficient remedy for any breach or threatened breach of this Agreement, and the City shall be entitled to seek injunctive relief (preliminary or otherwise) as a remedy for any such breach or threatened breach without the necessity of proving actual damages. Such remedy shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or equity.

8. Attorneys’ Fees and Expenses. In the event of the breach or default by any Party in the performance of its covenants and undertakings hereunder, each Party shall bear their own costs of enforcement, specifically including, without limitation reasonable attorneys’ and experts’ fees and expenses, court costs and the costs of enforcing any orders or judgments.

9. Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California. Each of the Parties hereto consents to the exclusive jurisdiction and venue of the courts of San Francisco, California.

10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

11. Entire Agreement. This Agreement embodies the entire understanding between the Parties respecting the subject matter of this Agreement and supersedes any and all prior negotiations, correspondence, understandings and agreements between the Parties respecting the use and disclosure of the City’s Confidential Information. This Agreement has been negotiated by the Parties and their respective attorneys, and the language of this Agreement shall not be construed for or against either Party. The headings are provided for the purpose of reference and convenience and are not intended to affect the meaning of the contents or scope of this Agreement.

12. No Further Agreements Hereunder. Neither Party nor any parent, subsidiary or affiliate (including Affiliates) thereof, shall be under any obligation to enter into any further agreements with the other signatory hereto or its parents, subsidiaries or affiliates of any nature whatsoever as a result of this Agreement. The Parties shall be free at all times to hold negotiations or enter into agreements with any other persons whatsoever (including with respect to project under discussion by the Parties hereto) in addition to or in lieu of the discussions hereunder and any such activities shall not be a breach of this Agreement or any obligations owed to the other Party hereunder. With respect to any further agreements or

Sourcing Event ID 11697 4 of 5 October 02, 2026 business arrangements with the other Party, its parents, subsidiaries or affiliates (including Affiliates), each Party reserves the right, in its sole discretion, to decline, retract or reject at any time any proposal which has not yet become legally binding by execution of a written agreement between the Parties and to terminate all further discussions and negotiations.

13. Independent Contractors. The Parties are independent contractors and will so represent themselves in all regards. Neither Party is the agent of the other, and neither may make commitments on the other’s behalf.

14. Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or by overnight courier, or 48 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the Party to be notified at such Party’s address as set forth on the signature page, as subsequently modified by written notice.

15. Incorporation of Recitals. The recitals set forth on page 1 of this Agreement are substantive terms of this Agreement and are hereby fully incorporated herein by this reference.

16. Non-waiver. Any failure by either Party to enforce performance of any provision of this Agreement will not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

17. Section Headings. The section headings contained in this Agreement are for convenience of reference only and are not intended to define the scope of any provision of this Agreement.

Sourcing Event ID 11697 5 of 5 October 02, 2026

PARTY SIGNATURES TO THE AGREEMENT

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representative(s) as of the date first set forth above.

CITY AND COUNTY OF SAN

FRANCISCO, PORT OF SAN FRANCISCO

DISCLOSING PARTY

Signature: ____________________________

Signature: ____________________________

Name: _______________________________ (print)

Name: _______________________________ (print)

Title: ________________________________

Title: ________________________________

Address: [Department Address] San Francisco, CA 94102

[Supplier Name] [Supplier ID] Address: [Supplier address]

APPROVED AS TO FORM:

DAVID CHIU,

City Attorney

By: ___________________________

Deputy City Attorney

Date: __________________________