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