The URL can be used to link to this page

Home My WebLink AboutC-8487-3 - Non-Disclosure and Use Agreement (Bay Crossing Water Main Replacement)NON -DISCLOSURE AND USE AGREEMENT This Non -Disclosure and Use Agreement (Agreement) entered into between Southern California Edison Company (SCE) and the City of Newport Beach shall govern the use of certain Critical Energy Infrastructure Information (CEII) provided by, or on behalf of, SCE to City of Newport Beach. WHEREAS. City of Newport Beach has requested that SCE provide it certain information that qualifies as CEII. WHEREAS, the Federal Energy Regulatory Commission (FERC) has issued Orders 630.630-A, 649, 662. and 683 (Orders) setting forth restrictions on the release of CEII as necessitated by the terrorist acts committed on September 11, 2001 and the ongoing terrorist threat. WHEREAS. under the authority of the Critical Infrastructure Information Act of 2002 (CII Act), the United States Department of Homeland Security established on February 18. 2004, the Protected Critical Infrastructure Information Program, which offers safeguards for critical infrastructure information such as CEII submitted to the Federal government. WHEREAS. SCE is willing to provide such information to City of Newport Beach under suitable contractual limits and protection concerning the disclosure and use of the CEII consistent with the FERC"s Orders. NOW. THEREFORE, in consideration of the mutual covenants in this Agreement.. SCE and City of Newport Beach agree as follows: 1. The purpose of this Agreement is to permit City of Newport Beach to receive from SCE and use CEII, as defined in Paragraph 2(a), for the purpose of The Bay Crossing Water Main Replacement Project. located as more particularly described in Exhibit A attached hereto and incorporated herein by this reference. 2. Definitions. a. The term "CEII" means Critical Energy Infrastructure Information as defined by the FERC in 18 C.F.R. § 388.113(c)(1). CEII shall include: (A) materials, including aboveground and/or underground facility inventory maps. provided by SCE in accordance with this Agreement and designated by SCE as CEII; (B) any information contained in or obtained from such designated materials: (C) notes of CEII, and (D) copies of CEII. SCE shall physically mark the CEII on each page as "PROTECTED MATERIALS — Contains Critical Energy Infrastructure Information" or with words of similar import as long as the term "CEII" is included in that designation to indicate that they are CEII. b. The term "Notes of CEII" means memoranda. handwritten notes, or any other form of information (including electronic form) which copies or discloses materials described in Paragraph ?(a). Notes of CEII are subject to the same restrictions as for CEII except as specifically provided in this Agreement. C. The term "Non -Disclosure Certificate" shall mean the certificate annexed hereto by which those who have been granted access to CEII shall certify their understanding that such access to CEII is provided pursuant to the terms and restrictions of this Agreement, and that they have read the Agreement and agree to be bound by it. d. The term "Reviewing Representative" shall mean a person who has signed a Non -Disclosure Certificate and who is: (1) an employee or other representative of City of Newport Beach who needs access to the CEI I to carry out the purpose set forth in Paragraph l; or (2) a consultant or an employee of consultant retained by City of Newport Beach and needs access to the CEII for the purpose identified in Paragraph 1. 3. CEII shall be made available under the terms of this Agreement only to City of Newport Beach and only through its Reviewing Representatives as provided in Paragraphs 7-9 and only for the purpose set forth in Paragraph 1. 4. In the event that a court or other governmental authority of competent jurisdiction issues an order. subpoena, or other lawful process requiring the disclosure of the CEII, City of Newport Beach shall notify SCE immediately upon receipt thereof to facilitate SCE's efforts to prevent such disclosure, or otherwise preserve the confidentiality of the CEII. City of Newport Beach shall not be in violation of the Agreement if it complies with an order of such court or governmental authority to disclose CEIL after SCE has sought to maintain the confidentiality of such information as provided herein, or has notified City of Newport Beach in writing that it will take no action to maintain such confidentiality. 5. If requested to do so in writing, City of Newport Beach shall, within fifteen days of such request. return the CEII (excluding Notes of CEII) to SCE. or shall destroy the materials, except that Notes of CEII may be retained. if they are maintained in accordance with Paragraph 6, below. Within such time, City of Newport Beach. if requested to do so, shall also submit to SCE an affidavit stating that, to the best of its knowledge, all CEII and all Notes of CEII have been returned, have been destroyed, or will be maintained in accordance with Paragraph 6. To the extent CEII is not returned or destroyed, it shall remain subject to the Agreement. Upon completion of the project identified in Paragraph 1, all material provided by SCE shall be destroyed. 6. All CEII shall be maintained by City of Newport Beach in a secure place. Access to those materials shall be limited to those Reviewing Representatives specifically authorized pursuant to Paragraphs 8 and 9. 7. CEII shall be treated as confidential by City of Newport Beach and by the Reviewing Representative in accordance with the certificate executed pursuant to Paragraph 9. CEII shall not be used except as necessary for the purpose set forth in Paragraph 1, nor shall it be disclosed in any manner to any person except a Reviewing Representative, who needs to know the information in order to carry out that person's responsibilities. Reviewing Representatives may make copies of CEII, but such copies become CEII. Reviewing Representatives may make notes of CEII, which shall be treated as Notes of CEII if they disclose the contents of CEII. City of Newport Beach and the Reviewing Representative shall keep a record of all copies and Notes of CEII they make. S. In the event that City of Newport Beach wishes to designate as a Reviewing Representative a person not described in Paragraph 2(d) above. City of Newport Beach shall seek agreement from SCE. That person shall be a Reviewing Representative pursuant to Paragraph 2(d) above with respect to those materials if an agreement is reached. 9. A Reviewing Representative shall not be permitted to inspect, participate in discussions regarding, or otherwise be permitted access to CEII pursuant to this Agreement unless that Reviewing Representative has first executed a Non -Disclosure Certificate provided that if an attorney qualified as a Reviewing Representative has executed such a certificate, the paralegals, secretarial and clerical personnel under the attorney's instruction, supervision or control need not do so. Attorneys qualified as Reviewing Representatives are responsible for ensuring that persons under their supervision or control comply with this order. A copy of each Non -Disclosure Certificate shall be provided to counsel for SCE before disclosure of any CEII to that Reviewing Representative. 10. Any Reviewing Representative may disclose CEII to any other Reviewing Representative as long as the disclosing Reviewing Representative and the receiving Reviewing Representative both have executed a Non -Disclosure Certificate. In the event that any Reviewing Representative to whom the CEII is disclosed ceases to qualify as a Reviewing Representative, or is employed or retained for a position whose occupant is not qualified to be a Reviewing Representative under Paragraph 2(d). access to CEII by that person shall be terminated. Every person who has executed a Non - Disclosure Certificate shall continue to be bound by the provisions of this Agreement and the certification. IL All copies of all documents reflecting CEII shall be marked "PROTECTED MATERIALS — Contains Critical Energy Infrastructure Information." Counsel for City of Newport Beach shall take all reasonable precautions necessary to assure that CEII is not distributed to unauthorized persons. 12. City of Newport Beach and SCE agree that the CEII provided to City of Newport Beach pursuant to this Agreement is exempt from production under the California Public Records Act. Cal. Gov't Code Sections 620, et seg., under either the exemption provided in Section 6254(e) or 6255(a), or both. and City of Newport Beach agrees to withhold production of such materials unless ordered to do so by a court of competent jurisdiction as provided in Paragraph 4. -3- 13. None of the Participants waives the right to pursue any other legal or equitable remedies that may be available in the event of actual or anticipated disclosure of CEI1. The parties agree that, in addition to whatever other remedies may be available to a party under applicable law, a party shall be entitled to obtain injunctive relief with respect to any actual or threatened violation of this Agreement by any other party. To the extent permitted by applicable law, each party agrees that it shall bear all costs and expenses, including reasonable attorneys' fees, which may be incurred by the other party in successfully enforcing the provisions of this Paragraph. 14. This Agreement is made in the State of California and shall be governed by and interpreted in accordance with its laws unless those laws conflict with Federal law, in which case the Federal law shall apply. 15. This Agreement shall be binding upon the parties, and their successors and assignees. No party shall assign this Agreement without the other party's prior written consent. 16. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of the Agreement shall remain in full force and effect. .4.. 17. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same Agreement. IN WITNESS WHEREOF the Parties execute this Agreement as of the latest date set forth below. SOUTHERN CALIFORNIA EDISON COMPANY Dated: y S , 20 By (print): Signature: v7-�✓ Title: Dated: I �-3 2019 Dated: j• 23 20�j Dated: (Z -t 20ff CITY OF NEWPORT BEACH. a California municipal corporation By (print): Grace K. Leung Signature: Title: Manager 10/ Attest By (pi Signal Title: Apprc By (Pi Signal Title: -5- NON -DISCLOSURE CERTIFICATE I hereby certify my understanding that access to Critical Energy Infrastructure Information (CEII) is provided to me for the purpose of The Bay Crossing Water Main Replacement Project. located as more particularly described in Exhibit A and pursuant to the terms and restrictions of the attached Non -Disclosure and Use Agreement (Agreement) entered between SCE and the City of Newport Beach, that I have been given a copy of and have read the Agreement, and I affirm to be bound by it. I understand that the contents of the CEII, any notes or other memoranda, or any other form of information that copies or discloses CEII shall not be disclosed to anyone other than in accordance with that Agreement. By (print): &N v I S Signature: Title: 6! 00( % . L-_ C (16J Representing: C Q� N w prA �1 Date: I -)- 1 s - NON -DISCLOSURE CERTIFICATE I hereby certify my understanding that access to Critical Energy Infiastructure Information (CEII) is provided to me for the purpose of The Bay Crossing Water Main Replacement Project, located as more particularly described in Exhibit A of, and pursuant to the terms and restrictions of, the attached Non -Disclosure and Use Agreement (Agreement) entered between SCE and the City of Newport Beach, that I have been given a copy of and have read the Agreement, and I affirm to be bound by it. ] understand that the contents of the CEII, any notes or other memoranda, or any other form of information that copies or discloses CEII shall not be disclosed to anyone other than in accordance with that Agreement. By (print): 12t k)L-?- Signature: Title: ['L4 rye Representing: Duc�=-�c Date: -- � i EXHIBIT A Executive Summar The City of Newport Beach rs planning to replace seven existing water transmission and diskribution mains crossing Newport Bay at various locations and parallel one existing water main crossing under the Santa Ana River to improve reliability and performance. Table ES1 lists the general information for each existing crossing and Ferre Eri shows their locations. The following report provides a screening -level analysis for the follawrngconstructivn matt -ods for each crossing to determine alternatives appropriate for further evaluation: • Horizontal Directional Drilling (HDD) • Microtunneling • Subaqueous Construction • Sliplining • Cured -in -Place Pipe Table ES -1. Summary of Existing Crossfngs r BC -01 Peninsula Point 14 1264 C30 1957 61 BC -02 Washington Street 12 930 CIP 1952 66 BC -05 Harbor Island Dr. 24 294 DIP 1972 46 BC -06 Harbor Island/Linda Isle 8 470 DIP 1966 52 BC -12 Lido Channel 8 905 CIP 1954 64 BC45 Balboa Cove 8 186 CIP 1957 61 BC -17 Newport Blvd 20 183 CIP 1936 ffi SA -01 Santa Ana River 30 900 DIP 1991 28 10823 Bay Crossing Evaluation Summary Report July 2018 -7- Page 1 ~ BC -05 f:. BAY CROSSING WATER MAIN REPLACEMENT F- SANTA ANA RIVER MING NOT SHOWN i}(�i #+moi CITY OF NEWPORT BEACH PUBLIC WORKS DEPARTMENT LOCATION MAP I c -e487-1 I 11!28!17 -Is- CAW \ ./�/y` R , ■ N F. u " ..t 1 � r ;, a 'y '=4 � _ --e'a � a •'.:.. ' 'AF � — �.�� y- . . � a� 4f - ' & z . z _ . �/� Santa Ana River SA -01 _j'7_