Addendum 2 -- RFI -- Project Management Information System.pdf

Planning and Capital Construction

9700 SW Capitol Hwy –Suite 260

Portland OR 97219

Date: 2/11/2022

SOLICITATION ADDENDUM NO. 2

P&CC21-012-RFI

REQUEST FOR INFORMATION

PROJECT MANAGEMENT INFORMATION SYSTEM

THE FOLLOWING CHANGES TO THE ABOVE CITED SOLICITATION ARE ANNOUNCED:

This Addendum modifies the Request for Information (RFI) document only to the extent indicated herein. All other areas not changed or otherwise modified by this Addendum shall remain in full force and effect. This Addendum is hereby made an integral part of the RFI document. Responders must be responsive to any requirements of this Addendum as if the requirements were set forth in the RFP.

The Closing Date REMAINS UNCHANGED: February 28, 2022 at 2:00 PM Pacific Time

CHANGE: The purpose of this Addendum is to provide the 8 questions asked, and PCC’s answers to those questions. This Addendum also provides PCC’s Standard Non-Disclosure Agreement (NDA) , should one be needed for a responder to provide a response to the RFI.

Question 1: Can companies from Outside USA (i.e., from Canada or India) provide a response?

PCC’s answer to Question 1: Yes.

Question 2: Would we need to come over there for meetings?

PCC’s answer to Question 2: It would be the College’s expectation that during the implementation of any new system that the proposer would provide onsite project management and support, and that onsite support could be provided as needed.

Question 3: Can we perform the tasks (related to RFP) outside USA, like from India or Canada?

PCC’s answer to Question 3: Describe in your response what services would performed outside the USA

Question 4: Can we submit the proposals via email?

PCC’s answer to Question 4: Yes. Pursuant to Addendum 1, responses to this RFI are to be emailed to:

james.lasseter@pcc.edu

Question 5: What system is being replaced? (i.e.: was the current system being replaced developed in house, or is it a commercial system)?

PCC’s answer to Question 5: The current PMIS in use is a commercial system. That will be the only information provided by PCC regarding the current PMIS.

Question 6: Will you be willing to execute an NDA during the Q&A period?

PCC’s answer to Question 6: Yes. PCC’s standard NDA is attached. Responders may fill out and sign the NDA, and can submit to james.lasseter@pcc.edu for counter signature and returning to a potential responder at least one week prior to the submission closing date. NDA’s submitted for countersigning after 2.21.2022 may not be responded to.

QUESTIONS 7 AND 8 FOLLOW ON THE NEXT PAGE

ADDENDUM # 2 – Page 1 of 2 mailto:james.lasseter@pcc.edu mailto:james.lasseter@pcc.edu

SOLICITATION ADDENDUM NO. 2

P&CC21-012-RFI

REQUEST FOR INFORMATION

PROJECT MANAGEMENT INFORMATION SYSTEM

Question 7: Regarding the System Integration Capabilities, is PCC only asking if the solution is able to integrate with the systems listed and all of these integrations would not need to be included in the estimated pricing and timeline? If these do need to be considered for the estimated pricing and timeline, PCC will need to provide details for each integration. Details for each system would include: the type of data exchange (simple import/export or automated), processes and data points included, direction of the data exchange (one-way, bi-directional), etc.

PCC’s answer to Question 7: At this stage we are simply asking if the solution is able to integrate with the listed systems.

Question 8: How many users do you anticipate would be using the proposed software? Our ability to provide accurate pricing is dependent on the number of users.

PCC’s answer to Question 8: We are not seeking detailed pricing at this point however we would prefer an enterprise level agreement with unlimited users.

End of Addendum # 2 Cover Page NDA follows this Cover Page James Lasseter – PCC Buyer and Contract Specialist

Mutual Non-Disclosure Agreement

THIS MUTUAL NON-DISCLOSURE AGREEMENT, made and entered into as of

Effective Date: _________________ is by and between PORTLAND COMMUNITY COLLEGE, PO Box 19000, Portland, OR 97280-0990, ("PCC"), and

Company/Organization Name: ___________________________________________________

Mailing Address: ____________________________________________________ on behalf of itself and any subsidiaries and affiliates (collectively, " __________________________ ").

WHEREAS, the parties are considering disclosing the following information

(the "Data") to each other for the purpose of

(the "Purpose"); and

WHEREAS, the parties desire to protect any disclosed proprietary information, while ensuring the free flow of information between the parties necessary for continuous cooperation with respect to the Purpose, provided that each party acknowledges and agrees that nothing in this Agreement shall be deemed to be a commitment by either party to enter into any future contract, agreement, or business relationship;

NOW, THEREFORE, it is mutually agreed as follows:

1. "Proprietary Information" means all information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), in any manner (whether orally, in writing, electronically, by the Receiving Party's inspection, or otherwise), concerning the Disclosing Party's business, curriculum, course offerings, products, or inventions including, but not limited to, all tangible, intangible, visual, electronic, present, or future information such as: (a) organizational information, including plans, strategies, methods and policies; (b) marketing information, including plans, strategies, methods, prospect identities or other information about prospects, or market analyses or projections; (c) financial information, including cost and performance data, purchasing and sales data, and price lists;

and (d) product, manufacturing, operational, and technological information, including plans, specifications, manuals, forms, templates, drawings, graphics or images, audio or visual works, software, computer programs, computer code or source code, databases, algorithms, designs, methods, devices, compilations, procedures, formulas, know-how, techniques, systems, processes (including manufacturing processes), discoveries, inventions, improvements, modifications, developments, concepts, ideas, trade secrets, and other information of any kind or nature which derives any economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, regardless of whether any of the foregoing is eligible for patent, trademark, copyright, or any other form of intellectual property protection. "Proprietary Information" does not include information that the Receiving Party is able to demonstrate by clear and convincing evidence:

a. Is already known to the Receiving Party at the time the information is disclosed, or becomes known by the Receiving Party independently of the Disclosing Party through no wrongful act of the Receiving Party, or is disclosed to the Receiving Party by a third party who did not breach its duty of confidentiality by disclosing such information.

b. Is explicitly approved in writing for release by the Disclosing Party.

c. Is known or available to the general public at the time of its disclosure or thereafter becomes known or available to the general public through no wrongful act on the part of the Receiving Party.

d. Is independently developed by the Receiving Party without access to or use of the Disclosing Party's Proprietary Information, and without breaching this Agreement.

2. The Receiving Party agrees not to use the Disclosing Party's Proprietary Information to the detriment of the Disclosing Party or for any reason other than the Purpose. Furthermore, the Receiving Party will not assert any intellectual property right in any invention or derivative information developed by the Receiving Party from the use of the Disclosing Party's Proprietary Information, nor will the Receiving Party at any time, directly or indirectly, reverse engineer or recreate, or attempt to reverse engineer or recreate, any of the Disclosing Party's Proprietary Information.

3. The Receiving Party will maintain the Disclosing Party's Proprietary Information in strict confidence and will not disclose the Disclosing Party's Proprietary Information to any "Person" (defined to include individuals, partnerships, companies, limited liability companies, entities, corporations, or agents thereof). In maintaining the confidentiality and security of the Disclosing Party's Proprietary Information, the Receiving Party will, at a minimum, use the same safeguards and measures used by the Receiving Party to maintain the confidentiality and security of its own proprietary information of a similar kind or nature, but in no event will the safeguards and measures used by the Receiving Party fall short of reasonable care.

4. The Receiving Party may disclose the Disclosing Party's Proprietary Information to its employees and non-employee agents, subcontractors, and representatives (collectively, "Representatives") who have a bona fide need to know such Proprietary Information for the Purpose, provided that: (a) if the Disclosing Party's Proprietary Information is disclosed by the Receiving Party to its employee Representatives, such Representatives must be informed by Receiving Party of the confidential nature of the Proprietary Information and must be subject to confidentiality and non-use obligations to the Receiving Party at least as restrictive as those set forth in this Agreement; and (b) if the Disclosing Party's Proprietary Information is disclosed by the Receiving Party to non-employee Representatives, the Receiving Party must first obtain the Disclosing Party's prior written permission for such disclosure, and such non-employee Representatives must execute non-disclosure agreements having confidentiality and non-use obligations at least as restrictive as those set forth in this Agreement, which non-disclosure agreements shall name the Disclosing Party as a third party beneficiary. Under all circumstances, the Receiving Party will be responsible and liable for any breach of this Agreement or the obligations of non-use and confidentiality by any of its Representatives. If the Receiving Party becomes aware of any disclosure of the Disclosing Party's Proprietary Information in violation of this Agreement in any way, it will promptly notify the Disclosing Party in writing of such disclosure and its extent and will, at the Receiving Party's cost and expense, reasonably cooperate with and assist the Disclosing Party in remediating such violation.

5. If the Receiving Party or any of its Representatives become legally compelled (by deposition, public records request, interrogatory, request for documents, subpoena, civil investigative demand, or similar process) to disclose any of the Disclosing Party's Proprietary Information, the Receiving Party and its Representatives (if applicable) will endeavor to provide the Disclosing Party with prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and the Receiving Party will exercise reasonable efforts to assist the Disclosing Party, at the Disclosing Party's expense, in securing such protective order or remedy. If such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance, the Receiving Party and its Representatives agree: (a) to furnish only that portion of the Disclosing Party's Proprietary Information which, in accordance with advice of counsel (which may be internal counsel), is legally required to be furnished; and (b) to exercise reasonable efforts to obtain assurances that confidential treatment will be accorded the Disclosing Party's Proprietary Information so furnished.

The disclosure of the Disclosing Party's Proprietary Information pursuant to this Section will not cause any such Proprietary Information so disclosed to no longer be deemed the Proprietary Information of the Disclosing Party.

6. The restrictions set forth in this Agreement will not apply to disclosures made in compliance with the U.S. Federal Defend Trade Secrets Act, 18 U.S.c. § 1833(b).

7. This Agreement will commence on the Effective Date and will continue in effect for a period of one

(1) year; provided, however, either party may terminate this Agreement at any time on sixty (60) days' prior written notice, unless another agreement between the parties that supersedes this Agreement with respect to such Proprietary Information provides differently. Notwithstanding the termination or expiration of this Agreement, the Receiving Party's obligations of non-disclosure and non-use with respect to the Disclosing Party's Proprietary Information under the terms of the Agreement will continue until the later of:

a. The date on which the Receiving Party and/or its Representatives no longer possess or retain the Disclosing Party's Proprietary Information, whether in tangible or in intangible form; or

b. Five (5) years from the Effective Date of termination or expiration of this Agreement;

provided that the obligations under this Agreement with respect to any Proprietary Information that constitutes a trade secret of a party will continue in effect so long as such Proprietary Information remains a trade secret under applicable law.

7. All Proprietary Information disclosed by the Disclosing Party (including without limitation, all materials containing or including such Proprietary Information) will remain the property of the Disclosing Party.

8. The Disclosing Party's Proprietary Information is disclosed "AS IS." The Disclosing Party does not make, and expressly disclaims, any and all representations or warranties of any kind, whether express, implied or statutory, with respect to such Proprietary Information, including without limitation, the implied warranties of merchantability, fitness for a particular purpose, title, validity, and non-infringement, and any warranties as to the accuracy or completeness of such Proprietary Information. Nothing in this Agreement will be construed as wanting the Receiving Party a license or any ownership interest of any kind in the Disclosing Party's Proprietary Information or under any patents, copyrights, or trademarks owned or controlled by the Disclosing Party. Nothing in this Agreement will create a partnership, joint venture, or agency relationship between the parties, and neither party has any right to take any action on behalf of the other party.

9. The parties acknowledge that the Receiving Party's unauthorized disclosure or use of the Disclosing Party's Proprietary Information may result in irreparable harm to the Disclosing Party. If there is a breach or threatened breach of this Agreement, the Disclosing Party may seek injunctive relief to protect its Proprietary Information, without the requirement of posting a bond or other security. This provision does not alter or exclude any other remedies available to either party. Neither party, however, will be liable for indirect, incidental, punitive, or consequential damages for any cause of action, whether in contract, tort, or otherwise, arising out of a breach of this Agreement.

10. In any suit, proceeding, or action to enforce any term of this Agreement or to procure an adjudication or determination of rights, the prevailing party will be entitled to recover from the other party reasonable sums as attorney fees, costs, and expenses in connection with such suit, proceeding, or action, including actions taken prior to a lawsuit, and including on appeal, which sums will be included in any judgment or decree entered.

11. All notices, requests, demands, and other communications required or permitted under this Agreement must be in writing and will be deemed to have been duly given, made, and received: (a) when delivered, if made by hand delivery; (b) two business days following deposit with a reputable overnight courier service; or (c) six days after deposit in the United States Mail, certified or registered, postage prepaid, return receipt requested, addressed to the party at the address appearing in the first paragraph of this Agreement, or at such other address as a party has been notified pursuant to the means for giving notice provided in this Section.

12. This Agreement: (a) is governed by applicable federal law and regulations, and by the applicable laws of the State of Oregon, USA, without regard to choice of law provisions; (b) may be modified only by written amendment signed by the parties' officers or authorized designees; and (c) is to be considered severable, and if any provision of this Agreement is illegal or unenforceable, the unaffected provisions will remain in effect. No failure or delay by a party in exercising any right, power, or privilege under this Agreement will operate as a waiver, nor will any failure to exercise, or any single or partial exercise, preclude any other or further exercise of that or any other right, power, or privilege under this Agreement. For any conflicts, each party agrees and consents to jurisdiction and venue in Portland, Oregon, USA, and waives any objections thereto, including any claim that such forum is inconvenient or that such courts lack jurisdiction over them.

ACCEPTED AND AGREED by the parties below as of the Effective Date.

Portland Community College Company Name

Signature of Authorized Representative Signature of Authorized Representative

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