Proprietary_Agreement.doc
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- Solicitation number
- 2026-PURB RFQual-0024
- Issued by
- Sacramento County, San Francisco City, California
About this file
This is a Proprietary Information Agreement between the County of Sacramento and consulting firms submitting responses to a Request for Qualifications for On-Call Architectural and Engineering Prime Consultants. The County is soliciting Statements of Qualifications from architectural, engineering, and specialty consulting firms to establish up to four on-call prime consultant team agreements for future capital improvement projects across County facilities including correctional facilities, youth detention facilities, courthouses, administration buildings, libraries, medical facilities, and parks and recreation facilities. Each on-call agreement is anticipated to range from approximately two million to four million dollars, with the County reserving the right to adjust each agreement value based on future needs assessment and Board approval. Respondent teams must be able and willing to provide services in all disciplines listed in the Scope of Work for their proposals to be considered.
The proprietary agreement establishes the terms under which consultants may submit confidential and proprietary information as part of their qualifications response. The County agrees to maintain confidentiality of submitted proprietary data and restrict disclosure to internal evaluation personnel, except as required by law or Public Records Act requests. Consultants are required to defend and indemnify the County against any actions resulting from the County's assertion of confidentiality regarding proprietary data. The agreement further requires consultants to indemnify and hold harmless the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from any claims, actions, liabilities, losses, damages, and costs arising from performance of the agreement. The County reserves the right to determine in its sole discretion whether to assert claims of confidentiality on behalf of consultants, and any consultant declining to execute the agreement will forfeit proprietary protection for submitted data.
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Text version
ATTACHMENT B
WRITTEN AGREEMENT TO INDEMNIFY FOR
RELEASE OF PROPRIETARY INFORMATION
PROPRIETARY INFORMATION AGREEMENT
BETWEEN
THE COUNTY OF SACRAMENTO AND
(CONSULTANT)
CONSULTANT, _______________________________________________, has provided the County of Sacramento (hereinafter referred to as "COUNTY") with certain information claimed by the CONSULTANT to be proprietary and/or confidential information (hereinafter referred to as "Proprietary Data"). Submittal of Proprietary Data by CONSULTANT to Agency is, in CONSULTANT'S opinion, necessary to fully respond to a Request for Proposal issued by COUNTY. CONSULTANT and COUNTY agree for a period of ___ years as follows:
1.
The Proprietary Data is submitted to COUNTY based on the understanding that the COUNTY will not disclose such data to others outside the COUNTY, nor reproduce the contents of said Proprietary Data or provide copies thereof to others outside the COUNTY without authorization from CONSULTANT or as otherwise required by law. CONSULTANT claims proprietary/confidential rights in the contents of the Proprietary Data as a basis for preventing disclosure of the contents thereof to others.
2.
The COUNTY may make such disclosure or reproduction of the Proprietary Data as is reasonably necessary or convenient to evaluate the response to the Request for Proposal and/or to provide, monitor and evaluate the services subject to the Request for Proposal.
3.
Except as provided in Paragraph 2 above, if any person serves a subpoena or makes a Public Records Act request to review, or to be provided with, copies of the Proprietary Data or any part thereof, immediately upon notification thereof, CONSULTANT agrees to defend and indemnify the COUNTY and its officers, agents and employees against any action resulting from the COUNTY asserting the confidentiality of such Proprietary Data.
4.
CONSULTANT shall defend, indemnify and hold harmless COUNTY, its Board of Supervisors, officers, directors, agents, employees, and volunteers from and against any and all demands, claims, actions, liabilities, losses, damages, and costs, including reasonable attorneys' fees, arising out of or resulting from the performance of this Agreement, regardless of whether caused by a party indemnified hereunder.
5.
If CONSULTANT fails to execute this Agreement, the COUNTY, its officers, agents, and employees shall be free to grant a Public Records Act request relating to such Proprietary Data.
6.
Notwithstanding this Agreement, the COUNTY reserves the right to determine, in its sole discretion, whether or not it will assert the claim of confidentiality on behalf of the CONSULTANT.
EXECUTED on this _____ day of _________________, 20__, in ___________________________.
By:
CONSULTANT
Title: _____________________________________
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