2021 Convergint Technologies - NDA re: PSCS Project 2020-03MEMORANDUM
DATE:
TO:
FROM:
RE:
Please list the Contracting Party / Vendor Name, type of agreement to be executed, including any change orders or
amendments, and the type of services to be provided. Make sure to list any related Project No. and Project Name.
Authority to execute this agreement is based upon:
___ Approved by City Council on ___________________________________________
___ City Manager’s signing authority provided under the City’s Purchasing Police
[Resolution No. 2019-021] for budget expenditures of $50,000 or less.
___ Department Director’s or Manager’s signing authority provided under the City’s
Purchasing Policy [Resolution No. 2019-021] for budget expenditures of $15,000 and
$5,000, respectively, or less.
Procurement Method (one must apply):
___ Bid ___ RFP ___ RFQ ___ 3 written informal bids
___ Sole Source ___ Select Source ___ Cooperative Procurement
Requesting department shall check and attach the items below as appropriate:
___ Agreement payment will be charged to Account No.: _____________________
___ Agreement term: Start Date ________________ End Date ________________
___ Amount of Agreement, Amendment, Change Order, etc.: $____________________
REMINDER: Signing authorities listed above are applicable on the aggregate Agreement amount,
not individual Amendments or Change Orders!
___ Insurance certificates as required by the Agreement for Risk Manager approval
Approved by: ______________________________ Date: _______________
___ Bonds (originals)as required by the Agreement (Performance, Payment, etc.)
___ Conflict of Interest Form 700 Statement of Economic Interests from Consultant(s)
NOTE: Review the “Form 700 Disclosure for Consultants” guidance to determine if a Form 700 is
required pursuant FPPC regulation 18701(2)
___ Business License No. __________________; Expires: __________________
___ Requisition for a Purchase Order has been prepared (Agreements over $5,000)
7/28/2021
Jon McMillen, City Manager
Zander Johnston, Sr. Emergency Services Coord.
Public Safety Camera System Non-Disclosure Agreement with Convergint Technologies
for Maintenance Services
✔February 16, 2021 Business Item No. 2
✔
✔August 3, 2021 August 2, 2023
✔
On File in LF - NR 8/9/2021
✔LIC-768623 8/28/2022
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Section 4000 – General
TECHNICAL SPECIFICATIONS
1.0 GENERAL REQUIREMENTS
1.1 Description of Work
The work to be done consists of furnishing all labor, materials, tools,
equipment, appurtenances, supervision, performing all operations, traffic
control and all other necessary work including utility and transportation
services required for the construction of the new citywide camera system. The
new camera system shall be fully installed, configured, integrated, tested and
commissioned to the manufacturer's specifications, these Technical
Specifications, and the project plans. The work includes, but not limited to,
furnishing and installing pull boxes, radios, conduit, ethernet cables, cameras,
hangers, networking equipment (e.g. Ethernet switches, patch panel, server,
software, work-stations with monitor, etc.), and system integration in
accordance with the Plans, Standard Drawings, Specifications, and other
provisions of this Contract. All work and payment shall conform to the
provisions in Section 86, “Signals and Lighting”, of the State Standard
Specifications and State Standard Plans (latest edition), the City of La Quinta
Standard Plans and these Technical Specifications.
The proposed project will create a citywide camera system utilizing the City’s
existing fiber optic communications network. The camera system will be placed
at both facilities and at the majority of main street intersections. The cameras
will be a combination of 360-degree and fixed dome. The Contractor will be
responsible for furnishing and installing the functional system complete in
place with a 3-year maintenance period. The City will not supply any materials.
Where there is a gap to connect the cameras to the network, it will be the
responsibility of the Contractor to reconcile and get approval by the City.All
work, either explicitly shown or not shown, to furnish and install a
fully functional and connected camera system shall be considered as
included in the bid schedule and no other compensation will be
allowed.
The citywide camera system includes, but is not limited to, the following
locations and scopes:
Base Bid
x Fritz Burns Park
o Four (4) 360-degree exterior cameras
o Two (2) Radios
o New Conduit both above ground and under-ground
o Trenching in landscaping, concrete sidewalk, and asphalt (as needed)
o Junction boxes
o Ethernet cable in both new conduit and existing conduit
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NON-DISCLOSURE AGREEMENT
(SECTION 1400 Bid Item 10 § 8.2.13(A)(3)
Public Safety Camera System Maintenance Contract)
This NON-DISCLOSURE AGREEMENT (the “Agreement”) is dated August 12 ,
2021, and is by and between Convergint Technologies LLC, a Delaware limited
liability company (the “Contractor”) and the CITY OF LA QUINTA, a California
municipal corporation and charter city (“City”). Contractor and City are
periodically referred to herein individually as a “party” and collectively as the
“parties.”
RECITALS
A. On February 16, 2021, the City Council for City awarded that
certain CONTRACT for Project No. 2020-03, Citywide Public Safety Camera
System pursuant to the Invitation to Bid issued in December 2020 (the
“Awarded Contract”) to Contractor for, among other services to be provided
as specified therein, the maintenance of the City’s Public Safety Camera
System (“PSCS”). As generally described in Awarded Contract, the work to
be done consists of furnishing all labor, materials, tools, equipment,
appurtenances, supervision, performing all operations, traffic control and all
other necessary work including utility and transportation services required for
the construction of the new PSCS. (Awarded Contract, § 1.1.)
B. Pursuant to SECTION 4000 – General Technical Specifications, Bid
Item #10 § 8.2.13 [Maintenance Contract] of the Awarded Contract,
Contractor must maintain on the job site, a set of full-size red-line prints (half-
sized may be used as well), to which the City shall have access at all times.
Among other terms and conditions that must be included in the maintenance
contract required by § 8.2.13 (the “Maintenance Contract”), a non-disclosure
agreement (“NDA”) is required from the awarded contractor. (Awarded
Contract, § 8.2.13(A)(3).) This Agreement serves as the NDA required under
the Awarded Contract.
C. Disclosure of information and documents related to the maintenance
of the PSCS would reveal vulnerabilities to, or otherwise increase the potential
for an attack on, an information technology system of the City, namely the PSCS.
As such, unless compelled by court order or other applicable law, information and
documents related to the maintenance of the PSCS are exempt from disclosure
under the California Public Records Act, Government Code section 6250 et seq.,
pursuant to, among other potential exclusions from disclosure, Sections 6254(f),
6254.19, and 6255.
NOW, THEREFORE, in consideration of the mutual benefits accruing to the
parties hereto and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:
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AGREEMENT
1.Confidential Information. “Confidential Information” shall mean
(i) any and all draft and final sets of prints or other documents, in any medium
or form whatsoever (including digital format), depicting the systems, hardware,
interfaces, components, subcomponents, and any other infrastructure relating to
the PSCS; (ii) the Maintenance Contract, and any and all job duties, work
requirements, contractual performance, actions taken or not taken, covenants,
obligations, and/or other terms and conditions relating to the Maintenance
Contract; (iii) any and all information and documents, in any medium of any form
whatsoever (including digital format), that are related to any agreement,
including this Agreement, the Awarded Contract, and the Maintenance Contract,
and the discussions, negotiations and proposals related to any agreement by and
between Contractor and City relating to the PSCS, which is not public information
that has been disclosed by City or generally known by the general public; and (iv)
any and all other non-public information provided by the City at the request of
Contractor relating to items described in clauses (i) through (iii) above. All
Confidential Information is and shall remain the property of City.
2.Obligation to Maintain Confidentiality. Confidential Information
is being furnished to Contractor solely in connection with the Awarded Contract
and Maintenance Contract and shall be treated as "secret" and "confidential" and
no portion of the Confidential Information shall be disclosed to others, except to
City and its agents and authorized employees as set forth herein; provided,
however, that Contractor may disclose the Confidential Information to its
employees, agents, and advisors whose knowledge of the Confidential
Information is necessarily required for Contractor to perform its obligations under
the Awarded Contract and Maintenance Contract, so long as any person or entity
receiving the Confidential Information agrees to be bound by this Agreement.
Contractor hereby assumes full legal responsibility for any non-compliance of
Contractor’s employees, agents, or advisors (collectively, Contractor’s
“representatives”) with this Agreement. Contractor further agrees to the
following with respect to Confidential Information:
a.Contractor and its representatives agree to retain the Confidential
Information of in strict confidence, to protect the security, integrity
and confidentiality of such information and to not permit
unauthorized access to or unauthorized use, disclosure, publication
or dissemination of Confidential Information except in conformity
with this Agreement;
b.Contractor and its representatives shall safeguard the confidentiality
of all Confidential Information received by City using a reasonable
degree of care, but not less than that degree of care used in
safeguarding its own similar information or material;
c.Upon the termination of this Agreement, Contractor will ensure that
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all documents, memoranda, notes and other writings or electronic
records, in any medium or form whatsoever (including digital
format), prepared by it that include or reflect any Confidential
Information are returned or destroyed as directed by City;
d.If there is an unauthorized disclosure or loss of any of the
Confidential Information by Contractor or any of its representatives,
Contractor shall promptly, at its own expense, notify City in writing
and take all actions as may be necessary or reasonably requested by
City to minimize any damage to City or a third party as a result of
the disclosure or loss; and
e.The obligation not to disclose Confidential Information shall survive
the termination of this Agreement, Awarded Contract, and
Maintenance Contract, and at no time will Contractor or any of its
representatives be permitted to disclose Confidential Information,
except to the extent that such Confidential Information is excluded
from the obligations of confidentiality under this Agreement.
3.Exclusions from Obligation to Maintain Confidentiality. The
obligation of confidentiality with respect to Confidential Information will not apply
to any information subject to the following:
a.If the information is or becomes publicly known and available other
than as a result of prior unauthorized disclosure by Contractor or any
of its representatives;
b.If the information is disclosed by Contractor with City’s prior written
approval;
c.If the information is independently developed by Contractor prior to
disclosure by Contractor and without the use and benefit of any of
the City’s Confidential Information; or
d.If Contractor or any of its representatives is legally compelled by
applicable law, by any court, governmental agency or regulatory
authority or by subpoena or discovery request in pending litigation,
but only if Contractor or its representatives give prompt written
notice of that fact to City prior to disclosure so that City may request
a protective order or other remedy to prevent or limit such
disclosure; in the absence of such protective order or other remedy,
Contractor or its representatives may disclose only such portion of
the Confidential Information which it is legally obligated to disclose.
4.Contractor’s Representatives, Successors and Assignees.
Contractor shall take any and all reasonable steps to ensure that its
representatives and any and all successors-in-interest or assignees of this
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Agreement, the Awarded Contract and/or the Maintenance Contract (whether
in whole or in part) adhere to the terms and conditions of this Agreement.
Contractor shall be responsible for any breach of this Agreement by any of its
representatives, and Contractor shall remain bound to the confidentiality
obligations under this Agreement even if this Agreement (and/or all or any
part of the Maintenance Contract or Awarded Contract) is assigned, which
assignment may only be valid and binding if Contractor obtains City’s prior
written consent to be granted or denied only in accordance with the Awarded
Contract and in the City’s sole and absolute discretion.
5.Remedies. Each party agrees that use or disclosure of any
Confidential Information in a manner inconsistent with this Agreement will give
rise to irreparable injury for which: (a) money damages may not be a sufficient
remedy for any breach of this Agreement by such party; (b) the other party may
be entitled to specific performance and injunction and other equitable relief with
respect to any such breach; (c) such remedies will not be the exclusive remedies
for any such breach, but will be in addition to all other remedies available at law
or in equity; and (d) in the event of litigation relating to this Agreement, if a court
of competent jurisdiction determines in a final non-appealable order that one
party, or any of its Representatives, has breached this Agreement, such party will
be liable for reasonable legal fees and expenses incurred by the other party in
connection with such litigation, including, but not limited to, any appeals.
6.Notices. All notices given under this Agreement shall be in
accordance with the written noticing requirements under the Awarded Contract.
7.Termination. This Agreement shall terminate on the same date as
the Maintenance Contract; provided, however, that Contractor and its
representatives (and any successors-in-interest and assignees) shall be bound by
the confidentiality obligations in the Agreement after termination.
8.Jurisdiction. This Agreement shall be governed by and construed
in accordance with the laws of the State of California, without regard to the
principles of conflict of laws. Each party consents to the exclusive jurisdiction of
the courts located in the State of California, and venue in any federal or state
court of appropriate jurisdiction in Riverside County, for any legal action, suit or
proceeding arising out of or in connection with this Agreement. Notwithstanding
the foregoing, the parties consent to the dispute resolution provisions in the
Awarded Contract to the extent they may be applied to the terms and conditions
of this Agreement.
9.Assignments. This Agreement will inure to the benefit of and be
binding on the respective successors and permitted assigns of the parties.
Contractor may not assign its rights or delegate its duties under this Agreement
without the City’s prior written consent.
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10.Severability Clause. In the event that any provision of this
Agreement is held to be invalid, illegal or unenforceable in whole or in part, the
remaining provisions shall not be affected and shall continue to be valid, legal
and enforceable as though the invalid, illegal or unenforceable parts had not been
included in this Agreement.
11.Waivers. Neither party will be charged with any waiver of any
provision of this Agreement, unless such waiver is evidenced by a writing signed
by the party and any such waiver will be limited to the terms of such writing.
12.Amendments. Any modification or amendment to this Agreement
shall be in writing and evidenced by signature of the party to be charged with
said modification or amendment.
13.City Manager Authority. The City Manager of the City or
authorized designee shall have the authority to execute and deliver this
Agreement and any such additional documents, amendments, instruments, and
agreements in furtherance of ensuring Contractor’s performance of this
Agreement, the Awarded Contract, and Maintenance Contract.
14.Counterparts. This Agreement may be signed by the different
signatories hereto in counterparts, each of which is deemed an original but all of
which together constitute one and the same agreement.
[Remainder of page left intentionally blank. Signature pages follow.]
698/015610-0002
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered on their behalf by their duly authorized representatives
as of the date first set forth above.
CITY OF LA QUINTA,
a California Municipal Corporation and
charter city
&+5,6(6&2%('2, $FWLQJCity Manager
&LW\RI/D4XLQWD&DOLIRUQLD
Convergint Technologies LLC, a
Delaware limited liability company
By:
Name:
Title:
ATTEST:
MONIKA RADEVA, City Clerk
City of La Quinta, California
APPROVED AS TO FORM:
WILLIAM H. IHRKE, City Attorney
City of La Quinta, California
WILLIAM H IHRKE City Attorney
EST: