RFP_ATT_Proprietary_Agreement.doc

DOC document 26 KB Posted

Attached to
Request for Proposal - RCCC - Buildings 555 & 570 - Replace HVAC Units with Chilled Water-Hot Water System, CC-080079-00
Solicitation number
94844
Issued by
Sacramento County, San Francisco City, California

About this file

This is a proprietary information agreement form between the County of Sacramento and consultants submitting proposals in response to the County's Request for Proposal (RFP #94844) for design and construction administration services at the Sacramento County Rio Cosumnes Correctional Center (RCCC). The agreement governs the handling of proprietary and confidential information submitted by consultants during the proposal evaluation process for the HVAC system replacement project at Buildings 555 and 570. The RFP was released on March 23, 2026, with a non-mandatory pre-proposal meeting scheduled for April 8, 2026, written questions due by April 15, 2026 at 5:00 p.m., and proposals due electronically by April 30, 2026 at 2:00 p.m. The selected consultant must complete design services within a six-month timeframe and provide construction administration services through project closeout.

The agreement establishes that consultants may submit proprietary data necessary to fully respond to the RFP, with the County agreeing not to disclose such data outside the County without consultant authorization or as required by law. The County may disclose proprietary data only as reasonably necessary to evaluate proposals and monitor services. Should a subpoena or Public Records Act request compel disclosure, the consultant agrees to defend and indemnify the County against any action resulting from the County asserting confidentiality of the proprietary data. The consultant must also execute a comprehensive indemnification clause protecting the County, its Board of Supervisors, officers, directors, agents, employees, and volunteers from all demands, claims, actions, and liabilities arising from performance of the agreement. If the consultant fails to execute this agreement, the County reserves the right to grant Public Records Act requests relating to proprietary data without assertion of confidentiality. The agreement term is designated by the parties but left blank in this template form, and the County reserves sole discretion to determine whether to assert confidentiality claims on the consultant's behalf.

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Text version

ATTACHMENT

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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