Exhibit_S_-_AMI_RFP_Non-Disclosure_Agreement.pdf

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CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT

This Confidentiality and Non-Disclosure Agreement (“Agreement”) is made this ____ day of _____________________ 2026, by and between City of Pasadena (“City”) and ___________________________ (“Contractor”) (collectively, the “Parties”).

WHEREAS, City is providing to Contractor certain Confidential Information to assist Contractor in preparing and submitting a proposal in response to Advanced Metering Infrastructure (AMI) System and Installation Services (RFP # 2026-RFP-0143).

NOW THEREFORE, in consideration of the Contractor being provided with such information from City, the parties agree as follows:

1. Purpose of Disclosure. The disclosure of Confidential Information by City to Contractor is made for the sole purpose of preparing and submitting an RFP response.

2. Confidential Information. “Confidential Information” shall mean any non-public, confidential, security-related, operational, technical, financial, commercially valuable, or personally identifiable information of City disclosed in connection with the RFP, whether provided in written, electronic, oral, visual, or other form, and whether marked as confidential or not, that a reasonable person would understand to be confidential given the nature of City’s operations as a public utility.

Confidential Information includes, without limitation:

(i) any information that identifies, relates to, describes, or is capable of being associated with a particular individual, including, but not limited to, address, billing information, account information, or other personally identifiable customer information;

(ii) utility system architecture; communications infrastructure details; meter population data and deployment plans; grid information; fiber routes and access point locations; cybersecurity controls and practices; vulnerability assessments; system configurations; asset inventories;

operational procedures; capital and operating cost data; infrastructure maps and schematics;

technical specifications; vendor evaluations; procurement strategies; and

(iii) any analyses, compilations, forecasts, or other materials derived from such information.

3. Exclusions. Notwithstanding Section 2 above, Confidential Information shall not include information that Contractor demonstrates by written records:

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(i) was already known to Contractor and properly obtained by Contractor prior to disclosure by City, without breach of any obligation of confidentiality;

(ii) is in the public domain at the time of disclosure or becomes publicly available through no act or omission of Contractor or any person to whom Contractor disclosed such information under this Agreement;

(iii) is acquired in good faith from a third party who, to Contractor’s knowledge after reasonable inquiry, had the right to disclose such information without restriction;

(iv) is independently developed by Contractor without use of or reference to Confidential Information; or

(v) is disclosed by City to Contractor and, at the time of such disclosure or thereafter, City states in writing that it is not confidential.

4. Contractor Obligations. Contractor agrees that it will:

(i) Use commercially reasonable efforts to safeguard the Confidential Information and to prevent any unauthorized access, reproduction, disclosure, or use of such information;

(ii) Hold such information in strict confidence and disclose it only to those officers, directors, employees, contractors, consultants, subcontractors, teaming partners, and professional advisors (including attorneys and accountants) of Contractor who have a need to know such information in order to carry out the Purpose of Disclosure, and only if such persons are bound by written confidentiality obligations at least as protective as those contained in this Agreement.

Contractor shall inform and direct such persons that the information is confidential and must be treated in accordance with this Agreement;

(iii) In the event the employment or appointment of any such person is terminated, use commercially reasonable efforts to recover any Confidential Information in such person’s custody or control;

(iv) Not copy or reproduce any Confidential Information, except as necessary to carry out the Purpose of Disclosure;

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(v) Not use any Confidential Information other than for the Purpose of Disclosure, and then only in strict compliance with the provisions of this Agreement;

(vi) Not directly or indirectly, either during or subsequent to the term of this Agreement, disclose Confidential Information to any third party except as expressly permitted under this Agreement;

(vii) Promptly notify City in writing of any unauthorized use or disclosure of Confidential Information, with such notice including a detailed description of the circumstances of the disclosure and the parties involved, and cooperate with City in investigating the incident and mitigating any resulting harm;

(viii) In the event that Contractor is requested in any proceeding to disclose any Confidential Information, provide City with prompt notice of such request so that City may seek a protective order or other appropriate remedy. In the event that such a protective order or other protective remedy is not obtained, Contractor shall furnish only that portion of the information that is legally required, in the opinion of Contractor’s counsel, to be disclosed; and

(ix) Refrain from engaging in any photography or taking of video of City customers or their property that is not directly related to authorized on site activities performed in connection with the RFP;

(x) Contractor shall not access, probe, scan, test, or evaluate the security, configuration, or integrity of any City system, infrastructure, facility, or network unless expressly authorized in writing by City.

5. Term. Contractor’s obligations hereunder shall commence upon the date first written above and shall continue for a period of two (2) years. Promptly upon termination of this Agreement or upon City’s written request, Contractor shall, within thirty (30) days, return to City or certify the destruction of all Personal Information and Sensitive Information in Contractor’s possession or control, including all copies, extracts, summaries, analyses, notes, and other materials derived from such information. Contractor shall not retain any copies thereof, except that copies that are automatically stored in routine electronic backup systems may be retained solely in accordance with Contractor’s normal backup retention practices, provided that any such retained backup copies remain subject to the confidentiality and use restrictions of this Agreement and are not restored except as required for disaster recovery or system restoration purposes.

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6. Indemnification and Other Relief. Contractor agrees to indemnify, hold harmless, and defend (even if the allegations are false, fraudulent, or groundless), to the maximum extent permitted by law, the City, its City Council and each member thereof, its officers, employees, commission members, and representatives, from and against any and all liability, loss, suits, claims, damages, costs, judgments, and expenses (including reasonable attorneys’ fees and costs of litigation) which in whole or in part result from, arise out of, or are claimed to result from:

(i) any breach of this Agreement by Contractor;

(ii) any unauthorized access, use, disclosure, or handling of Confidential Information by Contractor, its employees, representatives, subcontractors, consultants, or agents; or

(iii) any loss of confidentiality, data breach, misuse of information, or violation of applicable privacy or data protection laws, to the extent caused by Contractor or its employees, representatives, subcontractors, consultants, or agents.

Contractor’s obligation to defend shall apply regardless of whether such claims are alleged to be false, fraudulent, or groundless. Contractor’s obligations under this Section shall not apply to the extent any claim results from the sole negligence or willful misconduct of the City.

It is understood and agreed that monetary damages would not be a sufficient remedy for any breach of this Agreement by Contractor, and City shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach, without the necessity of posting bond or any other security. Such remedy shall not be deemed to be the exclusive remedy but shall be in addition to all other remedies available at law or equity.

7. General.

(i) This Agreement shall be governed by and interpreted in accordance with the laws of the State of California;

(ii) The prevailing party, as determined by the court, in any action between the parties arising from this Agreement shall be entitled to recover, in addition to any other relief awarded, its costs and expenses incurred in any such proceeding, including, without limitation, its reasonable fees for attorneys, expert witnesses and court costs;

(iii) Should any provision of this Agreement be determined to be void, invalid, or otherwise unenforceable by any court of competent jurisdiction, such determination shall not affect the remaining provisions hereof which shall remain in full force and effect;

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(iv) No waiver or modification of any of the provisions of this Agreement shall be valid unless in writing and signed by both of the parties;

(v) Contractor’s rights under this Agreement cannot be assigned to any third party without City’s prior written consent and any attempted or purported assignment of this Agreement without City’s consent shall be void; and

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(vi) This Agreement constitutes the entire agreement and understanding between the parties with respect to the Confidential Information disclosed in connection with the RFP, and supersedes all prior and contemporaneous negotiations, discussions, and understandings of the parties, whether written or oral.

IN WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT AS OF

THE DATE FIRST WRITTEN ABOVE.

COMPANY:

VENDOR NAME

By:

Name:

Title:

Email:

Address: Vendor Address City, State Zip

CITY:

CITY OF PASADENA

By:

Name:

Title:

Email:

Address: P.O. Box 7115 Pasadena, CA 91109