19-2371WHEREAS, the City from time to time requires the use of non -disclosure, or confidentiality,
agreements ("Agreements") for use by the City's economic development, electric utility, or solid
waste utility operations; and
WHEREAS, the Agreements are binding contracts between the City and another party in which
the parties agree not to disclose information covered by it; and
WHEREAS, the City is limited by applicable federal and state law which would include, but
not be limited to, the state's Public Information Act and applicable state Attorney General opinions,
orders and rulings, as to what information it can protect and the way it can protect the information,
and the Agreements will specifically address these applicable issues; and
WHEREAS, as to economic development operations, the inability of the City to timely use
such Agreements greatly limits the City's ability to participate in initial discussions with parties that
would like to present potential opportunities that may be beneficial to the City since before most of
secret, certain commercial and/or financial information that will be provided to the City from further
disclosure except as set forth in the Agreement; and
WHEREAS, as the owner of electric and solid waste utilities, the City is often reviewing
potential business relationships and opportunities with both existing and new customers and trading
partners that require the exchange of trade secret, certain commercial and/or financial information of
each party and, usually, in these instances, both parties desire to have the other execute an Agreement
that will protect each other's trade secret, commercial and/or financial information from further
disclosure except as set forth in the Agreement; and
WHEREAS, it is important for the City's economic development, electric utility, or solid waste
utility operations to timely execute these Agreements; and
WHEREAS, these Agreements do not, and will not, confer any authority, express or implied,
to the City Manager, or his designee, or the City Attorney, or his designee, to enter into any further
agreements with the parties to the Agreement without additional direction from or approval by the
City Council; and
WHEREAS, it is a best practice and organizationally efficient for the Agreements to be
executed administrativelyi-4- the CitW Manager- or his design"er aMroval of the same bN thL"x
Attorney; and
WHEREAS, this delegation of authority to the City Manager does not apply to any non-
disclosure, or confidentiality, agreements related to the severance of a City employee; and
WHEREAS, the City Manager, or his designee, will maintain documentation, in either written
or electronic form, for the Agreements executed pursuant to this ordinance; and
WHEREAS, on no less than a weekly basis, the City Manager shall, in conjunction with the
City Attorney, provide the City Council with a list of all Agreements executed pursuant to this
ordinance; and
WHEREAS, the City Council finds it in the public interest for the City Manager, or his
designee, to administratively execute non -disclosure and confidentiality agreements for economic
development, electric utility, or solid waste utility operations after approval of the same by the City
Attorney, or his designee; NOW, THEREFORE,
.SECTION 1. The findings and recitations contained in the preamble of this Ordinance ar,4
i orporated herein by reference.
SECTION 2. The City Manager, or his designee, is authorized to execute non -disclosure or
operations after the same has been approved by the City Attorney, or his designee, without further
authority, guidance, or direction from the City Council, and is further authorized to carry out the
rights, duties, obligations and responsibilities of the City under the Agreements.
SECTION 3. All Agreements executed pursuant to this ordinance are only for the protection
from disclosure of trade secret certain commercial and/or financial information covered under the
not limited to the state's Public Information Act and applicable state Attorney General opinions,
orders and rulings.
S]"'071ON 4. These Agreements do not, and will not, confer any authority, express or implied,
to the City Manager, or his designee, or the City Attorney, or his designee, to enter into any further
agreements with the parties to the Agreement without additional direction from or approval by the
City Council. Any actions taken beyond this express limitation by the City Manager, or his designee,
the City Attorney, or his designee, or any other employee or representative of the City is prohibited
and null and void.
SECTION 5. The delegation of authority to the City Manager contained in this ordinance does
not apply to any non -disclosure, or confidentiality, agreements related to the severance matters of a
City employee.
'
S 'C ' ETI " ON "" 6. The City Manager, or his designee, shall maintain documentation, in either written
or electronic form, for all Agreements executed pursuant to this ordinance.
SECTION 7. The City Manager shall, in conjunction with the City Attorney, provide to the
City Council, on no less than a weekly basis, a list of Agreements executed pursuant to this ordinance
executed within the week prior to list being provided to City Council.
SECTION 8. All ordinances or parts of ordinances in force when the provisions of this
ordinance became effective which are inconsistent, or in conflict with the terms or provisions
contained in this ordinance are hereby repealed to the extent of any such conflict.
SECTION 9. If any section, subsection, paragraph, sentence, clause, phrase or word in this
ordinance, or application thereof to any person or circumstances is held invalid by any court of
competent jurisdiction, such holding shall not affect the validity of the remaining portions of this
ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted
such remaining portions despite any such invalidity.
SECTION 10. This Ordinance shall become effective immediately upon its passage and
approval.
The pprove this Orci::.jitcc Nv,as made by
and seconded by motion t��IT� �° , the Ordinance was passed and
.........
approved by the following vote [ - I:
Aye Nay Abstain Absent
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Jesse Davis, District 3:
John Ryan, District 4:'_
Deb Armintor, At Large Place 5: s'
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the15
day of 4 2019.
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: �....
R
C1 ]M, -WA°1 TS, MAYOR
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