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Item 8A - Resolution 19-013 -NDA Contract Authority L:\Meetings\City Council\2019\2019-04-02\Packet Items\Item 8A - Resolution 19-013 -NDA Contract Authority.docx RESOLUTION NO. 19-013 A RESOLUTION OF THE CITY OF SOUTHLAKE, TEXAS AUTHORIZING THE CITY MANAGER TO ENTER INTO NON- DISCLOSURE AGREEMENTS ON BEHALF OF THE CITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake from time to time pursues or is approached by third-party vendors seeking to sell their products or services to the City; and WHEREAS, the City from time to time is also approached by third-party representatives of entities exploring development opportunities within the City; and WHEREAS, discussions between the City and these entities sometimes necessarily requires the entities to disclose confidential and proprietary information; and WHEREAS, it is sometimes necessary for entities to require the City to enter into a non-disclosure agreement to protect the entities’ confidential and proprietary information; and WHEREAS, in an effort to streamline discussions with these entities and afford the City and its citizens the best services and opportunities available, the City Council of the City of Southlake desires to authorize the City Manager to enter into non-disclosure agreements on behalf of the City. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, THAT: SECTION 1. The City Manager is authorized to execute non-disclosure agreements on behalf of the City in accordance with the terms of this resolution. For purposes of this authorization, non-disclosure agreements are limited to those agreements by which the City and a third- party entity agree not to disclose confidential or proprietary information that they will share or have shared with each other: (a) as a necessary part of doing business together; (b) pursuing a business relationship together; or (c) as a necessary part of development or economic development discussion and negotiation. SECTION 2. The authorization provided by this Resolution is subject to the following: (a) the City Manager may not execute a non-disclosure agreement until the agreement has first been reviewed and approved by the City Attorney, as required by Section 6.01 of the City Charter; L:\Meetings\City Council\2019\2019-04-02\Packet Items\Item 8A - Resolution 19-013 -NDA Contract Authority.docx (b) as a condition precedent to contractually binding the City, the City Manager must, at least 14 calendar days prior to executing a non-disclosure agreement, notify the City Council of his or her intent to execute the agreement and identify all other parties to the agreement; (c) within 30 calendar days after all parties to a non-disclosure agreement have executed the agreement, the City Manager must notify the City Council of the fully executed agreement and identify all other parties to the agreement; (d) the City Manager may choose, in his or her sole discretion, to submit the non-disclosure agreement to the City Council for its consideration and approval; and (e) nothing in this resolution shall relieve the City from fully complying with the Texas Public Information Act or other law regulating the disclosure of public information. SECTION 3. This Resolution shall be effective immediately upon its adoption and approval. PASSED AND APPROVED THIS THE 2ND DAY OF APRIL, 2019. ________________________________ Laura Hill, Mayor ATTEST: __________________________________ Amy Shelley, City Secretary