APPENDIX 1 – CONFIDENTIALITY AGREEMENT Title: SUPPLY, DELIVERY AND INSTALLATION OF VAULT, SAFE AND CASH DRAWERS FOR NEW CITY HALL Reference No.: 1220-030-2012-053 Supply, Delivery and Installation of Vault, Safe and Cash Drawers #1220-030-2012-053 Page 38 of 42 APPENDIX 1 - CONFIDENTIALITY AGREEMENT The City of Surrey (the “City”) is constructing a new city hall (the “NCH”) to accommodate between 750 and 850 employees. The building is a six story structure plus lower level basements with 180,000 square feet, designed by Kasian-Moriyama + Teshima Architects, being built on the south side of 104th Avenue, east of University Boulevard, Surrey, British Columbia, CANADA. The City is seeking proposal documentation from qualified parties (individually, “Proponent” and collectively, “Proponents”) with respect to Request For Proposals #1220-030-2012-053 (the “RFP”) – for the supply, delivery and installation of a vault, safe and cash drawers for the City’s NCH. In consideration of the City issuing a RFP to the Proponent and disclosing confidential information to the Proponent related to and/or for purposes of the RFP, the Proponent accepts and agrees to comply with and be bound by the terms and conditions of a confidentiality agreement. The RFP will be provided to a manufacturer or an authorized manufacturer’s representative (i.e. agent/dealer/distributor) only if the prospective Proponent has executed the attached Confidentiality Agreement. Please print the attached Confidentiality Agreement and return an executed copy to the office of: Name: Kam Grewal, CMA, BBA, Corporate Audit Manager, Acting Purchasing & Accounts Payable Manager at the following location: Address: City of Surrey, City Operations Works Yard, Purchasing Section, 1st Floor, 6645 – 148 Street, Surrey, B.C. V3S 3C7 Fax: E-mail for PDF Files: 604-599-0956 purchasing@surrey.ca Faxed and PDF emailed submissions are permitted, but a Proponent bears all risk that the City’s equipment functions properly so that the City receives the Confidentiality Agreement. Upon the undersigned receiving the executed Confidentiality Agreement, the prospective Proponent will be provided an access name and password to the City’s File Transfer Protocol (FTP) website containing Schedule A1 - Specifications, Floor Plans and Design Guidelines and Schedule C - Form of Proposal. Supply, Delivery and Installation of Vault, Safe and Cash Drawers #1220-030-2012-053 Page 39 of 42 SUPPLY, DELIVER AND INSTALLATION OF VAULT, SAFE AND CASH DRAWERS REQUEST FOR PROPOSALS #1220-030-2012-053 CONFIDENTIALITY AGREEMENT The City of Surrey, (the “City”) will be issuing Specifications, Floor Plans and Design Guidelines – Schedule A1 which will form part of the Request For Proposals (the “RFP”) for the supply, delivery and installation of a vault, safe and various sizes of cash drawers. In the course of your participation you may receive, have access to, or otherwise obtain “Confidential Information” (as defined below). As a condition of your participation or continued participation, the City requires you to agree to the following confidentiality terms and conditions, on which the City will rely: (a) You will not use the Confidential Information in any way or for any purpose other than as reasonably required for your participation. You will disclose the Confidential Information (or any portion thereof) only on a “need-to-know” basis to those persons who assist you in the preparation of your proposal, and only on the condition that all such information be retained by each of those persons as strictly confidential; (b) Subject to any disclosure requirements of the law, and subparagraph (a), you will keep all Confidential Information that you receive, have access to, or otherwise obtain strictly confidential for a period of five years after the date of this agreement, and you will not, without the prior express written consent of an authorized representative of the City, use, divulge, give, release or permit or suffer to be used, divulged, given or released, any portion of the Confidential Information to any other person, firm, corporation or other entity for any purpose whatsoever; (c) For the purposes of this agreement “Confidential Information” means: (d) (i) all information, documents and materials submitted by a Proponent in response to the RFP; (ii) any other information, documents or materials relating in any way to the RFP, including any information, documents or materials provided to you by a representative of the City or other person working on the RFP; and (iii) any information, documents or materials produced by you or any other person based on or developed out of any of the information, documents or materials described above; For the purposes of this agreement “Confidential Information” does not include: (i) information that is, or subsequently becomes, publicly available other than through a breach of this agreement or through a breach of a confidentiality agreement which another person has entered into concerning the Confidential Information; (ii) information which you already possessed before commencing to participate in the RFP process; Supply, Delivery and Installation of Vault, Safe and Cash Drawers #1220-030-2012-053 Page 40 of 42 (iii) (iv) information which is rightfully received from a third party without breach of any obligation of confidence to the disclosing party; or information which is independently developed without the use of the Confidential Information; (e) The Confidential Information is proprietary and confidential, the disclosure of which would be contrary to the public interest and detrimental to the City; (f) The provisions of this agreement will remain in effect regardless of whether the procurement process proceeds or an agreement for the purchase, manufacture, delivery and installation is reached with a selected Proponent or any other party; (g) If any portion of this agreement is found to be invalid or unenforceable by law by a court of competent jurisdiction then that portion will be severed and the remaining portion will remain in full force and effect; and (h) If you breach this agreement, the City may take the benefit of all remedies available at law, including specific performance and equitable relief. If you agree to the terms as set out above, kindly so indicate by signing a copy of this agreement. THE ABOVE TERMS are agreed and consented to this _______ day of ______, 2012 COMPANY DETAILS: Legal Name: Contact Person and Title: Business Address: Telephone: Fax: E-Mail Address: I/We have the authority to bind the Proponent. _______________________________________ (Signature of Authorized Signatory) ______________________________________ (Signature of Authorized Signatory) _______________________________________ (Print Name and Position of Authorized Signatory) ______________________________________ (Print Name and Position of Authorized Signatory) Supply, Delivery and Installation of Vault, Safe and Cash Drawers #1220-030-2012-053 Page 41 of 42 Please check if you are: Manufacturer Please list name(s) of authorized manufacturer representative(s)/Dealer/Distributor: ________________________________________________________________________ ________________________________________________________________________ Manufacturer’s Representative/Agent/Dealer/Distributor Please list name of manufacturer you are representing: ________________________________________________________________________ Supply, Delivery and Installation of Vault, Safe and Cash Drawers #1220-030-2012-053 Page 42 of 42