CM-2020-106 - 4/17/2020GSR3—Parcel 7
CONFIDENTIALITY AGREEMENT
April 9, 2020
Jason Thomas
Paul Hornsby & Company
7600 North Capital of Texas Hwy
Building B, Suite 210
Austin, TX 78731
Don Childs
Sheets & Crossfield, PLLC
309 E. Main Street
Round Rock, Texas 78664
Dear Mr. Thomas and Mr. Childs:
In connection with your appraisal of, and the City of Round Rock's ("City") proposed
acquisition of a portion of the property (the "Property") described as 1855 Gattis School Road,
Round Rock, Texas 78664 and owned by MSF Gattis-I, LLC, you have requested certain non-
public, confidential information concerning the CVS lease at the Property ("Confidential
Information").
As a condition to your being furnished Confidential Information, you agree that the
Confidential Information will be used solely for the purpose of the appraisal and purchase value
evaluation and negotiation by you and City, on your own behalf and as agent and representative
of the City only and not of any other undisclosed party, and that, except as otherwise agreed to in
writing by LANDLORD, the Confidential Information will be kept confidential by you and the
City and by such of your representatives as shall come into possession thereof, provided, however,
that Confidential Information may be disclosed to the extent required by a subpoena or court of
competent jurisdiction or by a governmental or administrative body so long as the provisions of
the immediately succeeding paragraph are complied with.
In the event that you become required to disclose any Confidential Information under the
terms of a subpoena or order issued by a court of competent jurisdiction or by a governmental or
administrative body, you agree to immediately notify LANDLORD of the existence, terms and
circumstances surrounding such a requirement, (i) consult with LANDLORD on the advisability
of taking legally available steps to resist or narrow such requirement and (ii) if disclosure of such
information is required, take reasonable steps to attempt to obtain or help LANDLORD obtain an
order or other reliable assurance that confidential treatment will be accorded to such portion of the
disclosed information which LANDLORD so designates.
Notwithstanding anything to the contrary herein, the restrictions set forth shall not apply
with respect to the Confidential Information that: (a) is already available to the public; (b) becomes
available to the public through no fault of Receiving Party, its officers, agents or employees; (c) is
already known to Receiving Party at the time that the Confidential Information is received from
Disclosing Party; (d) is rightfully received by Receiving Party from a third party without a duty of
confidentiality; (e) is disclosed by Receiving Party with Disclosing Party's prior written approval;
or (0 is required to be disclosed pursuant to law.
00443310.00cx /
6M,2'� 20J1d
You acknowledge and agree that the Confidential Information is and shall remain the
proprietary property of LANDLORD, which shall be the sole owner thereof, and you further
acknowledge and agree that no right, title, license and interest in and to the Confidential
Information is hereby granted to you, your representatives or any other party.
You agree that LANDLORD, without prejudice to any rights to judicial relief
LANDLORD may otherwise have, shall be entitled to equitable relief, including injunction,
without proof of actual damages in the event of a breach of any provisions of this agreement and
will not resist such application for relief on the basis that LANDLORD has an adequate remedy at
law.
You acknowledge that neither LANDLORD nor any of its affiliates, nor any of
LANDLORD's or such affiliates' respective partners, officers, directors, employees, advisors or
agents, have made or will be making any express or implied representation or warranty as to the
accuracy or completeness of the Confidential Information (other than representations and
warranties, if any, that might be expressly set forth in a definitive agreement executed and
delivered between you and LANDLORD), and you agree that neither LANDLORD nor any of the
foregoing persons or entities will have any liability to you or any of your representatives resulting
from the use of any Confidential Information.
Paul Hornsby & Company agrees, and to the extent allowed by law City agrees to
indemnify LANDLORD and its affiliates, and the partners, directors, agents, employees and
controlling persons (if any) of LANDLORD and its affiliates, and hold all of the foregoing
harmless, against any and all losses, claims, damages, liabilities or expenses (including reasonable
attorney's fees) in connection with or as a result of a breach of this agreement by you or any of
your representatives. The provisions of this paragraph shall survive any termination or completion
of any possible transaction.
Please confirm that the foregoing is in accordance with your understanding by signing and
returning to us the enclosed copy of this letter, which shall become a binding agreement upon our
receipt.
Very truly yours,
BENDERSON DEVELOPMENT COMPANY, LLC
570 Delaware Avenue
Buffalo, New York 14202
ei�lTlg '491-
By: KimFiedler (Apr9, 2020)
Name: Kim Fiedler
Apr 9, 2020
Date:
AGREED TO AND ACKNOWLEDGED BY:
PAUL HORNSY & COMPANY
By: Paul Hornsby (Apr 9, 20M)
Name: Paul Hornsby
Apr 9, 2020
Date:
AGREED TO AND ACKNOWLEDGED BY:
CITY OF ROUND ROCK, TEXAS
B y A '
Name: ZAtt,4�
Date: ____ j . l %' 2-62.0
MSF(7)--confidentiality agreement (SECOND
TRY)
Final Audit Report 2020-04-09
Created: 2020-04-09
By: don childs (don@scrrlaw.com)
Status: Signed
Transaction ID: CBJCHBCAABAAt2dbK01QzvcsxXZPhjJICPDGfBNrgMdc
"MSF(7)--confidentiality agreement (SECOND TRY)" History
Document created by don childs (don@scrrlaw.com)
2020-04-09 - 5:58:03 PM GMT- IP address: 67.79.201.226
Document emailed to KimFiedler (kimfiedler@benderson.com) for signature
2020-04-09 - 5:59:07 PM GMT
Email viewed by KimFiedler (kimfiedler@benderson.com)
2020-04-09 - 6:06:26 PM GMT- IP address: 45.41.142.85
f% Document e-signed by KimFiedler (kimfiedler@benderson.com)
Signature Date: 2020-04-09 - 8:34:43 PM GMT - Time Source: server- IP address: 208.99.245.194
rV Document emailed to Paul Hornsby (Paul@paulhornsbyandco.com) for signature
2020-04-09 - 8:34:45 PM GMT
Email viewed by Paul Hornsby (paul@paulhornsbyandco.com)
2020-04-09 - 8:40:32 PM GMT- IP address: 24.227.215.122
L� Document e-signed by Paul Hornsby (paul@paulhornsbyandco.com)
Signature Date: 2020-04-09 - 8:45:50 PM GMT - Time Source: server- IP address: 24.227.215.122
Signed document emailed to don childs (don@scrrlaw.com), Paul Hornsby (paul@paulhornsbyandco.com) and
KimFiedler (kimfiedler@benderson.com)
2020-04-09 - 8:45:50 PM GMT
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City of Round Rock
IOUNID35ROCK Agenda Item Summary
Agenda Number:
Title: Consider execution of confidentiality agreement with Benderson
Development Company, LLC to allow disclosure of CVS lease documents
required for appraisal of a proposed right of way parcel for Gattis School
Road Ph. 3 (Parcel 7).
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/17/2020
Dept Director: Steve Sheets, City Attorney
Cost:
Indexes:
Attachments: LAF-00443747.PDF, Agmt-00443719.PDF, Exhibit-00442225.PDF
Department: Legal Department
Text of Legislative File CM-2020-106
The proposed Gattis School Road Ph. 3 project requires acquisition of 0.148 acres from
property which is leased by CVS pharmacy. The appraisers have requested disclosure of the
lease documents in order to assist with their work, and the owner has conditioned that
disclosure on the execution of a confidentiality agreement by the City and its appraisal firm.
Cityof Round Rock Page 1 Printed on 411512020