HomeMy WebLinkAbout20252063.tiffResolution
Approve Mutual Confidentiality Agreement for Exchange of Geographic
Information Systems (GIS) Data and Critical Facility Information During Emergency
Operations, and Authorize Chair and Office of Emergency Management to Sign —
Public Service Company of Colorado, an Xcel Energy Company, dba Xcel Energy
Services, Inc.
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Mutual Confidentiality Agreement for
Exchange of Geographic Information Systems (GIS) Data and Critical Facility Information
During Emergency Operations between the County of Weld, State of Colorado, by and
through the Board of County Commissioners of Weld County, on behalf of the Office of
Emergency Management, and Public Service Company of Colorado, an Xcel Energy
Company, dba Xcel Energy Services, Inc., commencing upon full execution of signatures,
and ending July 20, 2030, with further terms and conditions being as stated in said
agreement, and
Whereas, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Mutual Confidentiality Agreement for Exchange of Geographic
Information Systems (GIS) Data and Critical Facility Information During Emergency
Operations between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, on behalf of the Office of Emergency
Management, and Public Service Company of Colorado, an Xcel Energy Company,
dba Xcel Energy Services, Inc., be, and hereby is, approved.
Be it further resolved by the Board that the Chair, and Roy Rudisill, Director of the Office
of Emergency Management, be, and hereby are, authorized to sign said agreement.
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2025-2063
EM0021
Mutual Confidentiality Agreement for Exchange of Geographic Information Systems (GIS)
Data and Critical Facility Information During Emergency Operations — Public Service
Company of Colorado, an Xcel Energy Company, dba Xcel Energy Services, Inc.
Page 2
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 21st day of July, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Aye
Lynette Peppier: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
2025-2063
EM0021
Con ic+ l`I c113LI-
BOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
PASS -AROUND TITLE: Xcel Mutual -Confidentiality Agreement for GIS
DEPARTMENT: Emergency Management DATE: July 7, 2025
PERSON REQUESTING:
Brief description of the problem/issue: Commissions, attached is an agreement with Xcel Energy Services
Inc in order for OEM and Xcel to exchange information on critical facility information. This is critical especially
during weather events when we have power outages. Xcel will prove the Office of Emergency Management
access to their GIS data, and we will provide information of our identified Critical Facilities across the county as
priority for resorting power. This information will include our county facilities.
In order for OEM to get the GIS data we need to have the Confidentiality Agreement signed. The County
Attorneys office has reviewed the agreement and agrees with signing the agreement.
I'm requesting the BOCC approve adding this agreement to the Boards agenda for formal approval and
signature.
What options exist for the Board? Sign or not sign the agreement
Consequences: No major consequences, but limits Xcel working with use on preparedness planning.
Impacts: By not signing the agreement, this may slow the recovery process or have more impacts
during a power shutdown due to severe weather conditions.
Costs (Current Fiscal Year / Ongoing or Subsequent Fiscal Years): no costs
Recommendation: I recommend the BOCC approve adding the agreement to the Boards agenda for formal
approval and signature.
Support Recommendation Schedule
Place on BOCC Agenda Work Session Other/Comments:
Perry L. Buck
Scott K. James
Jason S. Maxey
Lynette Peppier
Kevin D. Ross
7/Z1
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Dom- 5 (mu_
2025-2063
EMODZI
MUTUAL CONFIDENTIALITY AGREEMENT
THIS MUTUAL CONFIDENTIALITY AGREEMENT ("Agreement"), entered into and
made effective as of the ZtS‘"day of JULY 2025 (the "Effective Date"), is by and between WELD
COUNTY, a Colorado local government entity, with its principal place of business at 1150 O Street
Greeley Co 80631 and Xcel Energy Services Inc., a Delaware corporation, with its principal place of
business at 414 Nicollet Mall, Minneapolis, MN 55401, on behalf of Northern States Power Company -
Minnesota, Northern States Power Company -Wisconsin, Public Service Company of Colorado, or
Southwestern Public Service Company (individually and collectively, "Xcel Energy"), both parties
referred to individually as the "Party" and collectively as the "Parties."
WITNESSETH:
WHEREAS, the Parties intend to enter into confidential discussions, negotiations and proposal
development activities concerning methods, processes, and approaches on Geographic Information
System (GIS) data exchange between parties, for the purposes of public safety, especially for preparedness
activities such as high -risk weather events that necessitate a Public Safety Power Shutoff (PSPS) (the
' "Project"); and
WHEREAS, the Parties have entered into this Agreement in order to ensure the confidentiality
of certain information exchanged between the Parties, and the confidentiality of the discussions between
the Parties, to prevent the disclosure of same to third parties except as permitted herein;
NOW, THEREFORE, in consideration of the mutual promises and covenants made herein,
and with the intent to be legally bound hereby, the Parties agree as follows:
1. Confidential Information. The term "Confidential Information" as used in this Agreement shall
mean any and all visual, verbal, written, printed or other materials provided by one Party (the
"Disclosing Party") to another Party (the "Receiving Party') to this Agreement concerning the Project
and the substance and content thereof, and all information ascertained through the discussions
between Representatives (as defined below) of the Parties concerning the Project. Confidential
Information shall include, but not be limited to, all marketing, operational, economic, or financial
knowledge, information, or data of any nature whatsoever which has been or may hereafter be
provided or disclosed by the Parties concerning the Project. Confidential Information shall also
include Critical Energy Infrastructure Information ("CEII") as defined by the Federal Energy
Regulatory Commission ("FERC"). Each Party shall have the right to determine, in its sole judgment,
what information it will provide to the other. Confidential Information shall not include the following:
a. information which at the time of disclosure by the Disclosing Party is publicly available, or
information which later becomes publicly available through no act or omission of the Receiving
Party;
b. information which the Receiving Party can demonstrate was in its possession prior to disclosure
by the Disclosing Party;
c. information received by the Receiving Party from a third party who, to the best of the Receiving
Party's knowledge, did not acquire such information on a confidential basis either directly or
indirectly from the Disclosing Party; and
d. information which the Receiving Party can demonstrate was independently developed by it or
for it and which was not obtained, in whole or in part, from the Disclosing Party.
2. Disclosure and Use of Confidential Information. The Parties agree to keep confidential all
Confidential Information and shall not, without the other Party's prior written consent, disclose to
any unaffiliated third party, firm, corporation or entity, such Confidential Information. The Parties
may disclose the Project to their respective corporate affiliates, including its corporate affiliates that
are regulated public utilities. The Parties shall limit the disclosure of the Confidential Information to
only those directors, officers, employees, and agents (including attorneys, accountants, bankers, and
consultants) of the Party or the Party's corporate affiliates (collectively, "Representative") reasonably
necessary to evaluate the Project. Each Party shall use the Confidential Information only for the
purpose of its internal evaluation of the Project. Neither Party shall make any other use, in whole or
in part, of any such Confidential Information without the prior written consent of the other Party.
Each Party agrees that, in complying with its confidentiality obligations under this Agreement, such
Party shall use the same means it uses to protect its own confidential proprietary information, but in
any event not less than reasonable means, to prevent the disclosure and to protect the confidentiality
of the Confidential Information. The Parties agree to be responsible for any breach of this Agreement
by their respective Representatives. Disclosure of Confidential Information by either Party under this
Agreement does not grant the Receiving Party any right or license to use the Confidential Information
unless explicitly set forth herein. Confidential Information supplied is not to be reproduced in any
form except as required to accomplish the intent of this Agreement.
As a governmental entity, Company may receive a request for inspection of public records under the
Colorado Open Records Act, C.R.S. )) 24-72-201 et seq. In the event such request refers to
information or documents regarding this Project, Company will deem such as confidential and will
employ applicable statutory exceptions to disclosure for such requests.
3. Required Disclosure. In the event that Xcel Energy or its public utility corporate affiliate is requested
or required by oral questions, interrogatories, requests for information or documents, subpoena, civil
investigation, demand or similar process to disclose any Confidential Information received pursuant
to this Agreement, it is agreed that such information may be disclosed, under the protection of an
utility regulatory commission or court protective order, to the persons provided access to the
Confidential Information by the protective order. Xcel Energy and its corporate affiliates will use
reasonable efforts to limit disclosure.
In the event that Company is requested or required by oral questions, interrogatories, requests for
information or documents, subpoena, civil investigation, court order, demand or similar process (1)
to disclose any Confidential Information received pursuant to this Agreement or (2) to disclose the
possibility of the Project or the discussions pertaining thereto, it is agreed that Company will use
reasonable efforts to resist disclosure, until an appropriate protective order may be sought and/or a
waiver of compliance with the provisions of this Agreement is granted.
2
If, in the absence of a protective order or the receipt of a waiver hereunder, the Parties are nonetheless,
in the written opinion of their respective counsel, legally required to disclose Confidential Information
received pursuant to this Agreement, then, in such event any Party may disclose such information
without liability hereunder, provided that the other Party has been given a reasonable opportunity to
review the text of such disclosure before it is made.
4. Term. Regardless of any termination of any business relationship between the Parties, the obligations
and commitments established by this Agreement shall remain in full force and effect for five (5) years
from the Effective Date or until such time as the Parties have entered into an agreement providing
otherwise.
5. Governing Law. The validity and interpretation of this Agreement and the legal relations of the
Parties to it shall be governed by the laws of the State of Colorado.
6. No Other Agreement. It is expressly understood that this Agreement is not and shall not be
construed as any form of a letter of intent or agreement to enter into any type of transaction. This
Agreement is to evidence the Parties' agreement to maintain the confidentiality of the Confidential
Information and shall not constitute any commitment or obligation on the part of either to enter into
any specific contractual arrangement of any nature whatsoever.
7. Compliance with Securities Laws. The Receiving Party agrees that it will not use any Confidential
Information in contravention of the United States securities laws, including the Securities Exchange
Act of 1934, as amended, or any mica and regulations promulgated thereunder.
8. Notice. Any notice or request made to or by any Party regarding this Agreement shall be made to
the Representative of the other Party as set forth in Attachment 1. Any notice, request, consent,
or other communication required or authorized under this Agreement to be given by one Party to
the other Party or Parties shall be in writing. It shall either be personally delivered or mailed,
postage prepaid, or by e-mail with read receipt confirmation, to the Representative of said other
Party or Parties. Any such notice, request, consent, or other communication shall be deemed to
be given when delivered or mailed; or, in the case of e-mail, read receipt confirmation received.
9. Miscellaneous.
a. 'Phis Agreement shall inure to the benefit of and be binding upon the Parties and their respective
successors and assigns. However, neither Party may assign any of its rights or obligations under
this Agreement without the prior written consent of the other Party.
b. This Agreement represents the entire understanding between the Parties with respect to the
Project, and the terms and conditions of this Agreement supersede the terms of any prior
agreements or understandings, express or implied, written or oral.
c. This Agreement may not be amended except in written form signed by both Parties.
d. The provisions of this Agreement are to be considered as severable, and in the event that any
provision is held to be invalid or unenforceable, the Parties intend that the remaining provisions
3
g•
will remain in full force and effect to the extent possible and in keeping with the intent of the
Parties.
e. There are no third -party beneficiaries to this Agreement.
f. Failure by a party to enforce or exercise any provision, right or option contained in this
Agreement will not be construed as a present or future waiver of such provision, right or option.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original
and all of which shall constitute one and the same document.
h. A manually signed copy of this Agreement, or a copy of this Agreement signed with an electronic
or digital signature, delivered by e-mail shall be deemed to have the same legal effect as delivery
of an original signed copy of this Agreement. No legally binding obligation shall be created with
respect to a Party until such Party has delivered or caused to be delivered a signed copy of this
Agreement.
IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the Effective
Date.
Weld County, Office
of Emergency Management Xcel Energy Services Inc.
By:
Printed Name: _Roy Rudisill
Title: Director
Date:
Board of County Commissioners
Weld County, Colorado
By:
By: 4frt etd.C - 5a4.4.,
Printed Name: Andrew Holder
Title: Director, Community Relations
Date: 7.15.2025
Attest:
By: ,.JdfA;ei
Printed Name: I'ctry L. Buck esick, Clerk to the Board
Title: Chair
Date:
JUL 2 12025
1
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•
4
Houstan Aragon, Deputy Clerk to the Board
1075 o 6
ATTACHMENT 1
REPRESENTATIVES FOR NOTICES
Weld County, Office of Emergency
Management
Xcel Energy Services Inc.
Name: Roy Rudisill
Tide: Director
Address: 11.50 O Street, PO Box 758
Greeley co 80632
Phone: 970-304-6540
Email: rrudisill@weld.gov
Name: Michael Chancey
Tide: Senior Manager, Wildfire Response
Address: 1800 Latimer St. Denver, CO 80202
Phone: 720-916-6120
Email: michael.chancey@xcelenergy.com
Any Party may change the information for their Representative set forth in this Attachment 1 at any time
with notice to, but without the approval of, the other Party or Parties.
5
tract F
Entity Information
Entity Name *
XCEL ENERGY
Entity ID*
@00000400
Contract Name * Contract ID
XCEL MUTUAL -CONFIDENTIALITY AGREEMENT FOR 9784
GIS
Contract Status
CTB REVIEW
Contract Lead *
GMARQUEZ
EZ
Contract Lead Email
gmarquez@weld.gov
New Entity?
Parent Contract ID
Requires Board Approval
YES
Department Project #
Contract Description *
AGREEMENT XCEL ENERGY SERVICES INC IN ORDER FOR OEM AND XCEL TO EXCHANGE INFORMATION ON
CRITICAL FACILITY INFORMATION, ESPECIALLY DURING WEATHER EVENTS WHEN WE HAVE POWER OUTAGES.
Contract Description 2
Contract Type *
CONTRACT
Amount*
$0.00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department
OEM
Department Email
CM-OEM@weld.gov
Department Head Email
CM-OEM-
DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
Requested BOCC Agenda Due Date
Date* 07/14/2025
07/18/2025
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date
Termination Notice Period
Contact Information
Contact Info
Review Date*
05/29/2026
Committed Delivery Date
Renewal Date
Expiration Date*
06/30/2026
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head
ROY RUDISILL
DH Approved Date
07/16/2025
Final Approval
BOCC Approved
BOCC Signed Date
BOCC Agenda Date
07/21/2025
Finance Approver
CHERYL PATTELLI
Legal Counsel
BYRON HOWELL
Finance Approved Date Legal Counsel Approved Date
07/17/2025 07/17/2025
Tyler Ref #
AG 072125
Originator
GMARQUEZ
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