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R11-127 1 1 RESOLUTION NO. R11- k 2 3 4 A RESOLUTION OF THE CITY COMMISSION OF 5 THE CITY OF BOYNTON BEACH, FLORIDA, 6 AUTHORIZING THE INTERIM CITY MANAGER 7 AND CITY CLERK TO EXECUTE A CONTRACTOR 8 CONFIDENTIALITY AGREEMENT WITH AWARE 9 DIGITAL, INC., OF HALLANDALE FLORIDA; 10 AUTHORIZING STAFF TO COMMENCE 11 NEGOTIATIONS OF A CONTRACT WITH AWARE 12 DIGITAL, INC., FOR THE "SYSTEM 13 INTEGRATORS FOR SECURITY SYSTEM 14 UPGRADES "; AND PROVIDING AN EFFECTIVE 15 DATE. 16 17 18 WHEREAS, the City of Boynton Beach issued RFQ #072 - 2821- 11 /THW for 19 "SYSTEM INTEGRATORS FOR SECURITY SYSTEM UPGRADES" to update and 20 expand existing closed circuit television (CCTV) and access control systems at the East and 21 West Water Treatment plant sites; and 22 WHEREAS, due to the fact that these sites fall under the jurisdiction of the 23 Department of Homeland Security and are thereby considered sensitive sites the selected 24 firm will be required to execute a Confidentiality Agreement in order to obtain the 25 information and technical specifications to prepare their price proposal and proceed with 26 negotiations; and 27 WHEREAS, Procurement received and opened two (2) proposals which were 28 evaluated by a team of staff; and 29 WHEREAS, staff is requesting authorization for the Interim City Manager and City 30 Clerk to execute a Confidentiality Agreement and for staff to begin negotiations with Aware 31 Digital, Inc., and C \Documents and Settings \stanzionet \Local Settings \Temporary Internet Files \OLKE \Reso - Aware Digital (Confidentiality Agreement) doc l i 1 WHEREAS, upon recommendation of staff, the City Commission has determined 2 that it is in the best interests of the residents of the City to authorize the Interim City 3 Manager and City Clerk to execute a Contractor Confidentiality Agreement and to authorize 4 staff to begin contract negotiations with Aware Digital, Inc., for System Integrators for 5 Security System Upgrades. 6 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 7 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 8 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 9 being true and correct and are hereby made a specific part of this Resolution upon adoption 16 hereof 11 Section 2. The City Commission hereby authorizes the Interim City manager and 12 City Clerk to execute a Contractor Confidentiality Agreement with Aware Digital, Inc., a 13, copy of the Contractor Confidentiality Agreement is attached hereto as Exhibit "A ". 14° Section 3. Staff is hereby authorized to begin negotiations with Aware Digital, 15 Inc., for System Integrators for Security System Upgrades. 16i Section 4. This Resolution shall become effective immediately upon passage. 17` i s f i # i }! i El ## i # C \Documents and Settings\stanzionet\Local Settings \Temporary Internet Files \OLKE \Reso - Aware Digital (Confidentiality i Agreement) doc rt ; t1 1 PASSED AND ADOPTED this /5 day of November, 2011. 2 CITY F BOYNTON BEACH, FLORIDA 3 ..�_ 4 5 Mayo J. . i riguez 6 (:42( 8 ice ay , ,r — William Orlove 9 11 Com : loner— Woodrow . Hay 12 13 ��i.� 14 Commissioner — S ven Holzm 15 i � /�,�;C 16 17 Commissioner — Marlene Ross 18 ATTEST: 19 wo 20 � I 1 1 21( Ja t M. Prainito, MMC 22'l, y Clerk 23 .:. Y u p 24 (c t m- g 7 - C \Documents and Settings \stanzionet \Local Settings \Temporary Internet Files \OLKE \Reso - Aware Digital (Confidentiality Agreement) doc 9 11- la CONTRACTOR CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT is entered into between the City of Boynton Beach, hereinafter referred to as "the City ", and AWARE DIGITAL, INC., hereinafter referred to as "the Contractor ", in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. SECURITY SYSTEM UPGRADES. Contractor was approved by the City Commission on November 15, 2011 as one (1) of two (2) most qualified system integrators based on Contractor's response to the "Request for Qualifications from System Integrators for Security System Upgrades" and independent scoring by an evaluation committee. 2. REQUEST FOR PRICE PROPOSAL. As an approved Contractor, the City is requesting preparation of a Price Proposal for goods and services as a separate submittal to "Request for Proposal for Security System Upgrades for the City of Boynton Beach ". Information and technical specifications deemed necessary to prepare a Price Proposal will be distributed by the City. 3. DOCUMENT SECURITY. The Public Heath Security and Bioterrorism Preparedness and Response Act of 2002 restricts the City of Boynton Beach's release of security information currently in place and specific details planned for the future. a. The City is restricted on how information regarding sensitive facilities and systems information will be released. b. Contractor must enter into this Confidentiality Agreement with the City prior to receiving confidential documents related to this project. c. Contractor agrees to enter into Contract negotiations with City, if invited, after evaluation of Contractor's Price Proposal submittal. 4. NON PAYMENT FOR RFQ SUBMITTAL. Contractor shall NOT be paid by the City for submitting a Price Proposal in response to this Agreement. a. Contractor, by submission of an RFQ response, acknowledges that in the event of any legal action challenging the award of the RFQ, damages, if any, shall be limited to the actual cost of the preparation of the RFQ. 6 -15 -11 CA -1 5. OWNERSHIP AND USE OF DOCUMENTS. All documents, drawings, specifications and other materials provided by the City or produced by the Contractor in connection with the preparation of a Price Proposal under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Contractor shall NOT be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with Contractor's endeavors. 6. TERMINATION. a. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Contractor. b. In the event of the death of a member, partner or officer of the Contractor, or any of its supervisory personnel assigned to the project, the surviving members of the Contractor hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Contractor and the City, if the City so chooses. 7. DISPUTES. Any dispute arising out of the terms or conditions of this Agreement shall be adjudicated within the courts of Florida. Further, this Agreement shall be construed under Florida Law. 8. NOTICES. Notices to the City of Boynton Beach shall be sent to the following address: City of Boynton Beach 100 E. Boynton Beach Boulevard P.O. Box 310 Boynton Beach, FL 33425 -0310 Notices to Contractor shall be sent to the following address: Aware Digital, Inc 1835 E Hallandale Beach Blvd No. 479 Hallandale, FL 33009 ATTN: Joshua Charles Mann 9. CONFIDENTIALITY AGREEMENT. This Agreement, together with RFQ #072 - 2821 -11/ documents, attachments or addenda, represents the entire and integrated Agreement between the City and the Contractor and supersedes all prior negotiations, representations, or agreements written or oral. This Agreement may be amended only by written instrument signed by both City and Contractor. 6-15-11 CA -2 AWARE DIGITAL, INC. agrees that all documents pro‘ ided by the City as deemed necessary to prepare a Price Proposal for security system upgrades are confidential and shall \OI he distributed. copied, reprinted or duplicated in any form. Joshua Charles Mann itial AWARE DIGITAL, INC. acknotiyledges that the unauthori,ed distribution of any RI O documents for security system upgrades may necessitate remedial action by the City. (:)4 Joshua Charles Mann Mal AWARE DIGITAL, INC. acknocyledges that all equipment/material specifications and other related information provided by the City for the preparation of a price proposal are considered the property of the City and shall be returned to the City as directed. illb r„, . ., 1 Joshua Charles Mann 1)A FED this A day of be a • 20 11 . ('11 Y (►1' F3OYNTON 131:ACII LZ / V Joshua Charles Mann City \tanager Attest .'authenticated „4.`‘4C0 V '•`° M" are Digital, Inc. ja 1, �`p. 3 4,57."" . © � 'in 0.1 44110 r � � n V s silk ('orporate deal) dr Clerk '03 lerk - ,� OIL: Approved as to Ir't. Ti. It nest Authenticated. CI 1 ll/ i/ __ ...��. �► Susan Spehar Office of the ('i - Attorney Secretary b -i c -1 1 t`A -3