Loading...
HomeMy WebLinkAboutItem 17 - Agreement for iManage Data Management Systems City Attorney Office www.santa-ana.org/ca Item # 17 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report July 20, 2021 TOPIC: Agreement for iManage Data Management Systems AGENDA TITLE: Approve an Agreement with Blue Technologies Smart Solutions for Access and Support Services for iManage Data Management Systems (General Fund) RECOMMENDED ACTION Authorize the City Manager to execute a three-year agreement with Blue Technologies Smart Solutions (“BlueTech”) for continued access and support services for the iManage Data Management Systems (“iManage”) for the period of August 1, 2021 through July 31, 2024 in the amount of $85,750, which includes the annual billing amount of $25,250 for the iManage System, and a contingency amount of $10,000 to pay for additional support services as directed by the City, subject to non-substantive changes approved by the City Manager and City Attorney. DISCUSSION In 2018, the City’s Attorney’s Office (“CAO”) entered into an agreement with BlueTech to install and implement an iManage Data Management Systems customized for the CAO reflecting the vast scope of services provided by the office. Since that implementation went into effect, the impact of iManage cannot be overstated. Work product with iManage seamlessly integrated with all Microsoft products creating a quick and reliable method for creation of CAO work product and access to files for all CAO staff. iManage also provided CAO with a greater ability to work remotely during the pandemic with no interruption in services to our requesting departments. CAO staff contacted similar data management vendors for updates and costs as to services. Review of similar systems and products have provided CAO staff with information for efficiencies on other aspects of legal management, however, the iManage system, technical support, performance with our office, and overall reliability, provide the best option for a legal data management system for CAO in the coming years. Agreement for iManage Data Management Systems July 20, 2021 Page 2 1 9 0 6 FISCAL IMPACT Funds are available in the City Attorney’s Contract Services-Professional account (no. 01108032 – 62300) for FY 2021-22, and will be budgeted in future fiscal years as follows: Fiscal Year Amount 2021-22 $28,250 2022-23 $28,250 2023-24 $28,250 2023-24 $1,000 Total $85,750 EXHIBIT(S) 1. Agreement with BlueTechnologies Smart Solutions Submitted By: Sonia Carvalho, City Attorney Approved By: Kristine Ridge, City Manager iManage GOLD Partner Proposal for: City of Santa Ana/City Attorney’s Office Project: iManage Cloud Prepared by: David Cramer Manager, Business Development Prepared on: June 30th, 2021 Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 2 of 6 Table of Contents Solution Overview .............................................................................................. 4 iManage Cloud Renewal Pricing ............................................................................. 5 Pricing Summary ................................................................................................ 6 Terms and Conditions ......................................................................................... 6 Acceptance ...................................................................................................... 6 Copyright and Confidentiality Notice Material contained in this document is proprietary to Smart Solutions and Blue Technologies Smart Solutions LLC and is to be treated confidentially by all recipients. Acceptance of delivery of this material constitutes acknowledgment of the confidential relationship under which disclosure and delivery are made. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopy, recording, or any information storage and retrieval system without permission in writing from Blue Technologies Smart Solutions LLC 5885 Grant Avenue, Cleveland, OH 44105. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 3 of 6 June 30th, 2021 City of Santa Ana/City Attorney’s Office Mr. David Quintana 20 Civic Center Plaza, M-29 Santa Ana, CA 92701 Dear Mr. Quintana, Blue Technologies Smart Solutions, LLC (“BTSS”) is pleased to present this proposal to renew the iManage Cloud service for City of Santa Ana/City Attorney’s Office. Thank you again for choosing BTSS and iManage for your document management needs. Please direct any questions to my attention. Sincerely, David Cramer Manager, Business Development Legal and Professional Services 216-271-4800 dcramer@btohio.com Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 4 of 6 Solution Overview City of Santa Ana/City Attorney’s Office (CAO) has requested a pricing proposal from Blue Technologies Smart Solutions, LLC (“BTSS”) for the renewal of the iManage Cloud service. The renewal quoted is the maximum term. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 5 of 6 iManage Cloud Renewal Pricing Description Cost iManage Cloud Service, Corporate bundle for up to 20 users Enables the following iManage Work user functionality in a single instance of iManage Work within the primary geographic region with backup of data to a secondary location within region for disaster recovery for each subscribed user: - iManage Work 10 browser interface - iManage Work 10 Desktop for Microsoft Windows or MAC OS - Email management with Microsoft Outlook or Gmail - Mobility (web mobile access, iOS application, Blackberry application) - 20GB of document storage per contracted user in iManage Work - 400GB total - iManage Control Center - External and Internal Collaboration using iManage Share - iManage Work RestAPI software development ToolKit - Optical Character Recognition Service for iManage Work * 3-year term effective 8-1-2021 to 7-31-2024 *Invoiced annually in advance $25,250 / year Base Service Includes: x All backend application support, administration and upgrades. x 24 x 7 access to iManage support for software issues Notes: x Storage Overage- $.53/GB/month - in excess of the monthly subscription allocation x User Overage - $125/user/month – in excess of the monthly subscription allocation x Minimum annual billing is $25,250 per year. x Refer to iManage Cloud Services Agreement for iManage’s terms at the link below: https://support.imanage.com/worksite/iManage_Cloud_Services_Agreement_(US_Version).pdf • Pricing does not include applicable taxes. • Pricing expires 7/28/21. Renewal: Automatically renews for additional successive terms of the same length as the initial Renewal Term unless earlier terminated pursuant to the Agreement's express provisions or either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term . Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 6 of 6 Pricing Summary iManage Cloud Service (3-year term): $25,250 / year Pricing expires 7/28/2021. Services shall commence on August 1, 2021, and continue through July 31, 2024. City agree to pay BTSS/iManage at an amount not-to-exceed $85,750. These costs include the iManage service billed annually at $25,250 and a contingency amount of $10,000 for additional services requested at the sole discretion of the City. Terms and Conditions Terms and conditions DWWDFKHGKHUHWR Acceptance – City of Santa Ana/City Attorney’s Office _____________________________ Signature _____________________________ ____________________________ Printed Name Date IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: _______________________ DAISY GOMEZ Clerk of the Council CITY OF SANTA ANA _______________________ KRISTINE RIDGE City Manager APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: _______________________ Laura A. Rossini Chief Assistant City Attorney BLUE TECHNOLOGIES SMART SOLUTIONS LLC ________________________ By: Title: Benjamin L Simms Vice President Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 1 of 10 TERMS AND CONDITIONS OF SALES AGREEMENT 1. PRICES: Prices may be subject to change without notice until a purchase order is accepted by BTSS. 2. PAYMENT TERMS: City will pay all monies in US dollars, due in accordance with the stated terms. BTSS has no obligation to provide any additional notification of amount due except for this agreement. If full payment is not made within the stated time period, any discount will be voided and full retail price prevailing at the time of sale will be due. Under all circumstances, overdue balances will accrue a late fee charge on the outstanding balance at a monthly rate of 1½ %, 18% per annum. If you pay your balance via credit card after 15 days of invoice date, a 3% credit card processing fee will be added to the charge. 3. SHIPPING AND DELIVERY: Unless stated otherwise, the price is for pickup at BTSS’ point of business. Once delivered, all risk of loss is with the City . If City does not take delivery within thirty days after notification by BTSS, this agreement may be cancelled and City ’s deposit retained by BTSS as liquidation of damages. 4. DELAYS: BTSS is not liable to City for any damages, including consequential damages, for any delay in or non-delivery due to anything beyond BTSSs’ reasonable control. 5. DAMAGES: BTSS will not be liable to City for any damage caused by goods or services purchased by this agreement. BTSS makes no warranties of any kind pertaining to the fitness for any particular use and shall not be liable for any loss or damage, directly or indirectly, or from any training or training material received, arising from the use of goods, or for consequential damages. 6. LIMITATION OF LIABILITY AND WARRANTY: BTSS SHALL NOT BE LIABLE TO CITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE, WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF BTSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. BTSS SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF CITY’S USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. IN NO EVENT SHALL THE AMOUNT CITY MAY RECOVER FROM BTSS UNDER THE CONTRACT DOCUMENTS ON ANY THEORY OF LIABILITY EXCEED THE PURCHASE PRICE OF THIS AGREEMENT. THE LIMITATIONS SET FORTH IN THIS Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 2 of 10 SECTION SHALL NOT APPLY TO BODILY HARM OR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR NEGLIGENCE OF BTSS, ITS EMPLOYEES, ITS OFFICIALS AND/OR AGENTS. BTSS provides a warranty of good workmanship with regard to all service provided under this policy. This warranty shall be the only warranty made by BTSS in lieu of all other warranties, express or implied. 7. INDEMNIFICATION: City will defend, hold harmless, and indemnify , any third party claim or suit brought against BTSS or its employees, agents, officers, or directors, (“Indemnified Parties”) caused by the actions or omissions of City arising out of or related to: (i) the use or transmission of City Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to City’s business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. City will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by City attributable to such claim. BTSS will defend, hold harmless and indemnify , any third party claim or suit brought against City or its employees, agents, officers, directors, shareholders or contractors (“Indemnified Parties”) caused by the actions or omissions of BTSS arising out of or related to: (i) the use or transmission of BTSS Data; (ii) the loss, theft or misuse of passwords and/or login information used to access any administrative login or user accounts; (iii) violation of Regulatory Requirements applicable to BTSS’ business operations; or (iv) claims based on software licensing violations, copyright infringement, trademark and patent infringement. BTSS will pay all damages finally awarded by a court of competent jurisdiction or agreed to in settlement by BTSS attributable to such claim. 8. SUBCONTRACT: BTSS shall have the right to subcontract any or all of its responsibilities hereunder to one or more subcontractors, but this shall not relieve BTSS of its responsibilities under this agreement. 9. CANCELLATION: If City cancels this agreement without allowing a reasonable time for delivery, the BTSS may: (1) Retain City’s deposit; and, (2) Use any other remedy available to BTSS under Ohio law to mediate damages. 10. RETURNS: All software sales are final. There is a minimum 15% restocking charge for all other returned items. Product will not be accepted in return without first obtaining consent from the BTSS in writing. All returns must be complete and in original package, complete with all packing materials. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 3 of 10 11. SALES, USE, EXCISE, VAT TAXES: BTSS is obligated to collect sales, use, excise, or VAT tax from ALL Clients in States and/or Countries where BTSS is a tax withholding agent. For States and/or Countries where BTSS is not a tax withholding agent, you are responsible for remitting Sales, Use, Excise or VAT taxes to your taxing authority directly. It is your responsibility to provide the required documentation when submitting an order to claim an exemption. Taxes are charged based on the effective tax rate at the time the invoice is processed. This may be different than the initial rate at which you were quoted. You must submit re-sale or tax-exemption documentation from the State and/or Country in which you are doing business as well as each State and/or Country in which you are shipping goods or receiving services. We are not obligated to refund taxes due to late submission of tax exemption documentation. Submission of all appropriate tax exemption forms must be received by us before we ship the goods or we provide the services. You will be liable for all taxes, surcharges or other charges imposed on the sale of goods or provision of services by any taxing authority if tax forms are not received prior to the invoice being issued. Requests for refunds of sales taxes must be submitted to the appropriate taxing authority directly. 12. NON SOLICITATION: During the Term, and for a period of twenty-four (24) months thereafter, City agrees not to directly or indirectly, solicit, recruit or employ any employee or subcontractor of BTSS without BTSS’ prior written consent. City agrees that, if it hires any employee of BTSS or its subcontractor during the period set forth above without written consent, it shall be presumed that City solicited the employee and City shall pay to BTSS, as liquidated damages and not as penalty an amount equal to the greater of $75,000 or 100% of the annual salary paid to that employee by BTSS or its subcontractor, plus all costs including attorney fees as may be incurred by BTSS in enforcing Section 11. Provided further, in the event that said employee has executed an employment agreement with BTSS, said employment agreement shall remain in effect in accordance with its terms and City shall so advise the employee in writing prior to hiring the employee. 13. ASSIGNMENT: City may not assign this Agreement. BTSS may assign this Agreement to its successor in interests or to a third party acquiring substantially all of its assets or business. 14. NON DISCLOSURE: The terms and conditions of this sales agreement are proprietary in nature to the BTSS and are not to be disclosed to other parties outside the organizations of the BTSS and the City. Such disclosure, at the option of the BTSS, may void this agreement. BTSS understands that City is subject to the California Public Records Act (California Government Code Section 6250 et seq.) and will comply with any applicable laws. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 4 of 10 15. SEVERABILITY: In the event that any provision of this Agreement or any word, phrase, clause, sentence or other provision thereof should be held to be unenforceable or invalid for any reason, such provision or portion thereof shall be modified or deleted in such a manner so as to make this Agreement as modified legal and enforceable to the fullest extent permitted under applicable law. 16. WHOLE AGREEMENT AND MODIFICATIONS: This agreement contains all the terms and conditions agreed to between City and BTSS. No employee, representative or agent of BTSS has any authority to bind BTSS to any affirmation, representation, modification or warranty concerning the services or material provided hereunder unless specifically included within this agreement as a written amendment executed by BTSS. This agreement cannot be modified unless both parties agree and a written modification is made. 17. REMEDIES, ATTORNEY’S FEES AND CONSENT TO JURISDICTION: A. City acknowledges and agrees that in the event of a breach or threatened breach by the City of any of the provisions of Sections 11 and/or 13 of this Agreement, BTSS shall have the right to institute and prosecute proceedings in equity, or in any court of competent jurisdiction, to obtain an injunction to enforce the provisions of such Sections and to pursue any other remedy to which BTSS may be entitled. The City acknowledges that BTSS's remedy at law for any of the City 's obligations under such Sections and such other terms of this Agreement as may be applicable will be inadequate, and the City agrees and consents that temporary and permanent injunctive relief may be granted in any proceeding which may be brought to enforce any provision thereof, without the necessity of proof of actual damage. B. If BTSS seeks a restraining order, an injunction or any form of equitable relief and is awarded or recovers such relief, City agrees to reimburse BTSS for reasonable attorney fees, court costs and other costs and expenses as may be incurred by BTSS in enforcing any of the terms of this Agreement. The parties agree that this is reasonable. C. If BTSS shall obtain a final judgment of a court of competent jurisdiction, subject to no further appeal, pursuant to which City shall be determined to have breached its obligations under this Agreement or made any misrepresentations, City shall be entitled to recover, in addition to any award of damages, reasonable attorneys’ fees, court costs and other costs and expenses incurred by BTSS when obtaining such judgment. Any relief awarded under this subsection C shall be in addition to any relief awarded under subsection B. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 5 of 10 D. If it is judicially determined that City has violated any of its obligations under Section 11, then the Nonsolicitation Period shall be restarted as of the date of such judicial determination and shall run for a period of two years (2) from that date. E. City hereby consents and submits to the exclusive jurisdiction of any local, state or federal court located in the County of Cuyahoga and the State of Ohio for any proceeding against City for any obligation under this Agreement and waives any objection that it may now or hereafter have to venue or to the jurisdiction of any such court in any such action or proceeding or any claim that any such court is an inconvenient forum. 18. ARBITRATION: Except for a breach or threatened breach of Paragraphs 11 and/or 13 of this Agreement, any controversy arising under or out of this Agreement shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association as administered through the Cleveland, Ohio office. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof, including a federal district court, pursuant to the Federal Arbitration Act. In preparation for the arbitration hearing, each party may utilize all methods of discovery in the manner provided by said rules and/or by the Ohio Arbitration Law. Judgment upon the award of the arbitrator may be entered in any court of competent jurisdiction and enforced with full judicial effect thereafter. 19. CONSTRUCTION PERMITTED BY LAW: If the obligation of any covenant of the Employee contained herein is held to be too broad to be enforced, such covenant shall be construed to create an obligation to the full extent permitted by Ohio law. 20. WAIVER OF BREACH: The Waiver by BTSS of a breach of any provision of this Agreement by City shall not operate or be construed as a waiver of any subsequent breach by City . 21. ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, purchase orders, understandings and negotiations, whether oral or written, between the parties hereto with respect to such subject matters. This Agreement may not be changed orally, but only by an agreement in writing signed by the party against wherever enforcement of any action, change, modification or extension is sought. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 6 of 10 22. INSURANCE Prior to undertaking performance of work under this Agreement, BTSS shall procure and maintain for the duration of the contract insurance against claims for security breaches, system failures, injuries to persons, damages to software, and or damages to property (including computer equipment) which may arise from or in connection with the performance of the work hereunder by the BTSS , its agents, representatives, or employees. BTSS shall procure and maintain for the duration of the contract insurance claims arising out of their services and including, but not limited to loss, damage, theft or other misuse of data, infringement of intellectual property, invasion of privacy and breach of data. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and 9 (non- owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 7 of 10 electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. 4. Technology Professional Liability Errors and Omissions Insurance appropriate to the BTSS’s profession and work hereunder, with limits not less than $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by BTSS in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses. a. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the care, custody, or control of BTSS . If not covered under the BTSS’s liability policy, such “property” coverage of the Agency may be endorsed onto the BTSS’s Cyber Liability Policy as covered property as follows: If BTSS maintains broader coverage and/or higher limits than the minimums shown above, the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by BTSS. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 8 of 10 the BTSS including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the BTSS’s insurance. Primary Coverage For any claims related to this contract, BTSS’s insurance coverage shall be primary. Coverage for commercial liability shall be at least as broad as ISO CG 20 01 04 13 as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the BTSS’s insurance and shall not contribute with it. Notice of Cancellation City shall receive from BTSS or its insurance broker at least thirty (30) days’ notice of cancellation in writing of any insurance required pursuant to this Agreement. Waiver of Subrogation BTSS hereby grants to City a waiver of any right to subrogation which any insurer of BTSS may acquire against the City by virtue of the payment of any loss under such insurance. Vendor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Self-Insured Retentions Self-insured retentions must be declared to and approved by the City. The City may require BTSS to provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City . Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to the City . Claims Made Policies If any of the required policies provide coverage on a claims-made basis: 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 9 of 10 2. Insurance must be maintained and evidence of insurance must be provided for at least three(3) years after completion of the contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, BTSS must purchase “extended reporting” coverage for a minimum of five (5) years after completion of contract work. Verification of Coverage BTSS shall furnish the City with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to the City before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive BTSS’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors BTSS shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and BTSS shall ensure that City is an additional insured on insurance required from subcontractors. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. 22. Confidentiality If BTSS receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, BTSS agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. “Confidential Information” shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of BTSS disclosed in a publicly available Legal and Professional Services Blue Technologies Smart Solutions LLC, Confidential Page 10 of 10 source; (c) is in rightful possession of BTSS without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by BTSS without reference to information disclosed by the City.