HomeMy WebLinkAbout26332AGREEMENT INFORMATION
AGREEMENT NUMBER
26332
NAME/TYPE OF AGREEMENT
INTEL CORPORATION
DESCRIPTION
PROJECT NON -DISCLOSURE AGREEMENT/FACILITATE
CLOSE COLLABORATION & INFORMATION SHARING IN
SUPPORT OF THE CITY'S DIGITAL TWIN PROJECT/MATTER
I D : 26-1577
EFFECTIVE DATE
July 17, 2026
ATTESTED BY
TODD B. HANNON
ATTESTED DATE
10/27/2026
DATE RECEIVED FROM ISSUING
DEPT.
10/28/2026
NOTE
DOCUSIGN AGREEMENT BY EMAIL
AGREEMENT DATE: July 17, 2026 PROJECT NDA# projm000007
PROJECT NON -DISCLOSURE AGREEMENT
This Project Non -Disclosure Agreement ("Agreement") is effective as of the date indicated above (the "Effective Date"),
between Intel Corporation and its Affiliates ("Intel"), and the City of Miami, a Florida municipal corporation and public agency
subject to Florida law, including Chapter 119, Florida Statutes ("F.S."), Article I, § 24 of the Florida Constitution, Chapter 286,
F.S., and the sovereign -immunity limitations of § 768.28, F.S. ("Participant"). The "Participant" under this NDA is the City of
Miami only, acting solely in its governmental capacity, and does not include any City affiliate, component unit, board, official,
employee, consultant, contractor, adviser, or other third party unless expressly agreed in a separate writing approved by the
City Attorney. All Participant obligations under the NDA are subject to and limited by applicable Florida law, to govern the
exchange of Confidential Information between the parties in connection with the Project.
THE PARTIES AGREE AS FOLLOWS:
1. Definitions.
1.1 "Affiliate" means any entity that Controls, is Controlled by, or is under common Control with Intel Corporation "Control"
means direct or indirect ownership, through one or more intermediaries, of more than 50% of an entity's voting capital
or other voting rights.
1.2 "Confidential Information" means the confidential and proprietary information of the disclosing party to be disclosed
by the disclosing party under this Agreement, and comprises:
(A) information in tangible form that bears a Confidentiality Legend, or
(B) discussions about that information that may occur before, at the same time, or after disclosure of the information.
However, oral or other intangible information disclosed between Participant and Intel will only be protected as
Confidential Information under this Agreement if the disclosing party (1) identifies the information as confidential
before or at the time of disclosure, and (2) sends to the receiving party, within ten (10) days of the date of
disclosure, an email or other writing that provides the information in at least summary form and identifies it as
Confidential Information under this Agreement.
1.3 "Confidentiality Legend" means a "confidential," "proprietary," "secret," or similar legend.
1.4 "Covered Persons". In regard to Intel, "Covered Persons" means employees, contingent workers, and professional
advisers of Intel and its Affiliates. In regard to Participant, "Covered Persons" means employees of Participant.
1.5 "Project" means : Intel's assumption of the role of technical and Digital Transformation advisor to the Participant, with
the initial specific project being a Pilot for the implementation of a Digital Twin for the City of Miami.
1.6 Designation of specific persons for disclosure of party information and receipt of same. The parties understand,
acknowledge, and agree that all disclosures relevant to the project described in Section 1.5 of this Agreement shall be
made to or by the below -named individuals, who shall act as the exclusive points of contact for all disclosures and receipts
of Confidential Information. In no event shall Intel be obligated to disclose any Confidential Information if doing so would
result in loss of confidential status under Florida State statutes as may exist now or in the future.
FOR INTEL: FOR CITY OF MIAMI
Hugues Morin Arturo Duque
Director, Strategic Engagements and Southeast US SLED CIO/Director
Global Government Scale Department of Innovation and Technology
+1.305.323.6396 (305) 416-1567
Morin.Hugues@intel.com ADuque@miamigov.com
2. Obligations of Disclosing Party. The disclosing party will mark its Confidential Information in tangible form with a
Confidentiality Legend before disclosure.
3. Obligations of Receiving Party. The receiving party must:
3.1 maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect
its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances;
3.2 disclose any Confidential Information only to the receiving party's Affiliates and Covered Persons who have a need to
know and who have agreed in writing to abide by nondisclosure terms at least as comprehensive as those in this
Agreement. The receiving party will be liable for breaches of this Agreement by its Affiliates and Covered Persons;
3.3 not disclose any Confidential Information to any other third party; and
3.4 not make any copies of the Confidential Information except copies that are necessary for the receiving party's
disclosures under Section 3.2. The receiving party will identify any copies as belonging to the disclosing party and
retain any existing Confidentiality Legends on the copies.
4. Duration of the Obligation of Confidentiality. Subject to the exceptions in Section 5, the confidentiality obligations in this
Agreement will bind the receiving party for each disclosure for five years from the receipt of Confidential Information.
PROJECT NDA
PAGE 1 OF 4
INTEL CONFIDENTIAL
PROJNDAREV. 4/6/2016
AGREEMENT DATE: July 17, 2026 PROJECT NDA# projm000007
5. Exceptions to the Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential
Information that is:
5.1 generally made available publicly or to third parties by the disclosing party without restriction on disclosure;
5.2 received without any obligation of confidentiality from a third party who rightfully had possession of the information;
5.3 rightfully known to the receiving party without any limitation on disclosure, before its receipt from the disclosing party;
5.4 the same as information that is independently developed by Covered Persons of the receiving party; or
5.5 required to be disclosed under applicable laws, regulations, or court, judicial, or government agency orders. The
receiving party must, to the extent legally permitted, give the disclosing party reasonable notice before this
disclosure. Good -faith compliance with Chapter 119, F.S., Article I, § 24 of the Florida Constitution, any subpoena,
court order, governmental order, or other applicable legal requirement is not a breach of the NDA and creates no liability
for the complying party.
6. Title. Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.
7. No Obligation of Disclosure; Term and Termination. No party has any obligation to disclose Confidential Information to
any other party under this Agreement. This Agreement begins on the Effective Date and will expire: (A) two (2) years
from the Effective Date; or (B) the date the Project is concluded, whichever comes first ("Term"). Either party may
terminate this Agreement at any time without cause by written notice to the other party. Each party's obligations concerning
Confidential Information disclosed during the Term will survive expiration or termination as provided in Section 4. Either party
may, at any time, stop giving Confidential Information to the other party without any liability, or request in writing the return
or destruction of all or part of its Confidential Information previously disclosed, and all copies of it. The receiving party must
promptly comply with this request, and certify in writing its compliance. However, the receiving party or its Affiliates may
retain copies of the Confidential Information (including information stored on electronic, magnetic, or similar media) in
accordance with its policies and procedures to comply with legal and regulatory record retention requirements.
8. Public Records Requirements. Intel understands that the public will have access, at all reasonable times, to all documents
and information pertaining to Participant agreements, subject to Chapter 119, Florida Statutes, and agrees to allow access
by the Participant and the public to all documents subject to disclosure under applicable law. Intel's failure or refusal to
comply with this Section constitutes a material breach of this Agreement. If Intel elects to dispute any public access
requirement under Florida law, Intel must do so at its own expense and at no cost to the Participant.
Intel must additionally comply with the requirements of Section 119.0701, Florida Statutes, including without limitation to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by the Participant to perform this
Work;
(b) If required, provide the public with access to public records on the same terms and conditions as the Participant would,
at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law;
(c) Ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as
authorized by law;
(d) Meet all requirements for retaining public records and, upon termination of this Agreement, transfer at no cost to the
Participant all public records in Intel's possession and destroy any duplicate public records that are exempt or confidential
and exempt from disclosure requirements; and
(e) Provide all electronically stored public records to the Participant in a format compatible with the Participant's
information technology systems.
Notwithstanding the requirements above in this Section, Intel may retain public records that make up part of its work product
solely for archival purposes, as required by law, or to evidence compliance with the terms of this Agreement.
IF INTEL HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,
FLORIDA STATUTES, TO INTEL'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM,
OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW
2ND AVENUE, 9TH FLOOR, MIAMI, FL 33130. INTEL MAY ALSO CONTACT THE
RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS
ADMINISTERING THIS AGREEMENT.
PROJECT NDA
PAGE 2 OF 4
INTEL CONFIDENTIAL
PROJNDAREV. 4/6/2016
AGREEMENT DATE: July 17, 2026 PROJECT NDA# projm000007
9. General.
9.1 Independent Parties; No Obligation to Buy or Sell. This Agreement is not intended to create and will not be
construed as creating a joint venture, partnership, or other form of business association between the parties, or any
obligation to buy or sell products using or incorporating the Confidential Information.
9.2 No License. In this Agreement, neither party grants to the other party any license under any patents, copyrights,
trademarks, or mask works, either expressly, by implication, inducement, estoppel, or otherwise. Any license under
any intellectual property rights must be express and in a separate signed writing.
9.3 No Waiver. If a party fails to enforce any provision in this Agreement, that failure will not result in a waiver of the right
to enforce the same provision or any other provision of this Agreement at a later time.
9.4 Governing Law; Exclusive Jurisdiction. All disputes arising out of or related to this Agreement, including without
limitation all matters connected with its performance, will be governed by, and construed and interpreted under, the
laws of the United States of America and the State of Florida, without reference to conflict of laws principles. Any
disputes arising out of or related to this Agreement, including without limitation all matters connected with its
performance, may be brought in the courts of Miami -Dade County, Florida, or in the United States District Court for the
Southern District of Florida. Each Party hereby irrevocably submits to the exclusive personal jurisdiction of those courts
and irrevocably waives all objections to that jurisdiction and venue for those disputes. Each Party bears its own
attorneys' fees and costs unless a court of competent jurisdiction awards fees under an express statutory entitlement or
other court order.
9.5 Entire Agreement. This Agreement contains the complete and exclusive agreement and understanding between the
parties concerning the subject matter of this Agreement. It supersedes all prior and contemporaneous oral or unsigned,
written agreements, understandings, or communications between the parties relating to the same subject matter, but
will not supersede any other signed, written agreements between the parties, including without limitation non -disclosure
agreements. This Agreement may not be modified except in a writing signed by the parties.
9.6 DISCLAIMER OF WARRANTIES: The disclosing party disclaims all warranties for all Confidential
Information disclosed under this Agreement, including without limitation all warranties about the accuracy or
utility of the Confidential Information.
9.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of
which so executed is deemed to be an original, and such counterparts together constitute but one and the same
Agreement. The Parties are entitled to sign and transmit an electronic signature of this Agreement (whether by
facsimile, PDF or other email transmission), which signature is binding on the Party whose name is contained therein.
Any Party providing an electronic signature agrees to promptly execute and deliver to the other Parties an original
signed Agreement upon request.
9.8 Anti -Human Trafficking Affidavit. Pursuant to § 787.06, F.S., when a contract is executed, renewed, or extended
between a nongovernmental entity and a governmental entity, the nongovernmental entity must provide an affidavit signed
by an officer or representative under penalty of perjury attesting that the entity does not use coercion for labor or services
as defined in that section. Intel shall execute and submit to the Participant an affidavit in compliance with § 787.06, F.S.,
attached and incorporated herein as "Anti -Human Trafficking Affidavit." Failure to comply entitles the Participant to suspend
or terminate this Agreement immediately and without prior notice, and the Participant shall have no liability to Intel for any
additional, consequential, or incidental damages arising therefrom.
9.9 Vreign Immunity; Limitation of Liability. Nothing in Agreement waives, or is construed to waive, the Participant's
soveimmunity or the limitations of liability in § 768.28, F.S. The Participant is responsible only for breaches by its own
officers and employees acting within the course and scope of their employment. The Participant is not liable for the acts or
omissions of any affiliate, contractor, adviser, consultant, contingent worker, or other third party. This Agreement creates no
payment obligation, debt, or pledge of the Participant's credit, and any Participant obligation is subject to lawful authority,
appropriation, and availability of funds.
PROJECT NDA
PAGE 3 OF 4
INTEL CONFIDENTIAL
PROJNDAREV. 4/6/2016
AGREEMENT DATE: July 17, 2026
AGREED:
PROJECT NDA# projm000007
INTEL CORPORATION
2200 Mission College Blvd.
Santa Clara, CA 95054-1549
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Please send a fully -signed copy of this agreement to the NDA Administrator at the address below, or send an electronic copy to nda-ipla-
admin@intel.com: INTEL C PO13igfi l jYyTTN: NDA Administrator, RNB4-151, 2200 Mission College Blvd., Santa Clara, CA 95054-1549
ATTEST:
BY:
Todd B. Hannon 7se}o�er-1%�...
City Clerk
DocuSigned by:
APPROVED AS TO FORM AND CORRECTNESS:
Signed by:
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George K. song `Il David Ruiz
City Attorney
"PARTICIPANT"
THE CITY OF MIAMI,
A FLORIDA MUNICIPAL CORPORATION
Signed by:
BY:
James Reyes
City Manager
APPROVED AS TO INSURANCE REQUIREMENTS:
Signed by:
Interim Director of Risk Management
PROJECT NDA
PAGE 4 OF 4
INTEL CONFIDENTIAL
PROJNDAREV. 4/6/2016
Olivera, Rosemary
From: Trogner, Kaira
Sent: Wednesday, October 28, 2026 12:08 PM
To: Olivera, Rosemary; Ewan, Nicole; Hannon, Todd
Cc: Duque, Arturo
Subject: Matter ID 26-1577: Intel NDA for Digital Twin Project — Fully Executed Agreement
Attachments: proj000007-(8-13-2026)_-_FINAL_DRAFT.pdf
Good afternoon City Clerk's Office,
Please find attached a fully executed copy of an agreement from DocuSign that is to be considered an original
agreement for your records.
Please let me know if anything else is needed.
Thank you,
Kaira Trogner
Administrative Assistant
Department of Innovation and Technology
444 SW 2nd Avenue, 5th Floor, Miami, FL 33130
(305) 416-1524 I ktrogner@miamigov.com
Under Florida law, e-mail addresses, and all communications, including e-mail communications, made or received in connection with the transaction of the
City of Miami business are public records, which must be retained as required by law and must be disclosed upon receipt of a public records request, except
as may be excluded by federal or state laws. If you do not want your e-mail address released in response to a public records request, do not send electronic
mail to this entity. Instead, contact this office by phone or in writing.
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