CM-2017-1285 - 1/13/2017University Blvd.—Parcel 5
CONFIDENTIALITY AND NONDISCLOSURE AGREEMENT
/ his Confidentiality and Nondisclosure Agreement ("Agreement") is made and entered into as of
this /_day of _—c 2017 ("Effective Date") by and between BAEV-LASALLE ROUND ROCK
UNIVERSITY BOULEVARD, LLC ("Disclosing Party") and CITY OF ROUND ROCK, TEXAS (the "Receiving
Party" or "City"). Hereafter, Disclosing Party and Receiving Party may be referred to individually as a
"party" or collectively as the "parties".
RECITALS
WHEREAS, Disclosing Party is the owner of certain improved real property located at 280
University Boulevard") (the "Property");
WHEREAS, Disclosing Party and Receiving Party desire to enter into confidential negotiations with
respect to Receiving Party's proposed acquisition under the threat of condemnation of a 0.275 acre
parcel of property for the construction of widening improvements to University Boulevard (Parcel 5)
("Business Purpose"); and
WHEREAS, in furtherance thereof, Disclosing Party and Receiving Party recognize that there is a
need for Disclosing Party to disclose to Receiving Party certain of its confidential information to be used
only for the Business Purpose and a need for Receiving Party to protect Disclosing Party's confidential
information from unauthorized use and disclosure.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing Recitals, which Recitals are incorporated
herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, and for the mutual covenants contained herein, the parties hereby agree as
follows:
1. Acknowledgement. Receiving Party hereby acknowledges and agrees that the Confidential
Information (as hereinafter defined) is non-public, highly confidential and proprietary in nature, and
contains sensitive and private information.
2. Definition of Confidential Information. The confidential information that Disclosing Party
is providing to Receiving Party under this Agreement is non-public information related to Disclosing Party
and affiliates and tenants of Disclosing Party, and includes that certain Real Estate Lease Agreement for a
portion of the Property (collectively, "Confidential Information").
3. Use of Confidential Information. Receiving Party may use the Confidential Information
only for the purpose of assisting with its evaluation and determination of market value opinions for the
Business Purpose . Receiving Party agrees not to use the Confidential Information for any other purpose.
Receiving Party shall have a duty to protect the Confidential Information pursuant to the standards of
care, duties, and obligations set forth in this Agreement for a period of one (1) year from the date of last
receipt of such Confidential Information.
4. Standard of Care. Receiving Party agrees: (a) to hold the Confidential Information in strict
confidence; (b) not to disclose such Confidential Information to any third party except as specifically
authorized herein or as specifically authorized by Disclosing Party in writing; (c) to use all commercially
reasonable precautions, consistent with Receiving Party's treatment of its own confidential information of
a similar nature, to prevent the unauthorized use or disclosure of the Confidential Information, including,
without limitation, protection of the Confidential Information from theft, dissemination, publication,
duplication and unauthorized discovery; (d) to give notice to Disclosing Party of any unauthorized use or
disclosure of the Confidential Information of which the Receiving Party has knowledge; and (e) to assist
Disclosing Party in remedying any such unauthorized use or disclosure of the Confidential Information.
6M-2ol-7-12.
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5. Employees of Receiving Party. Receiving Party shall disclose the Confidential Information
only to its employees, advisors, attorneys, agents, appraisers, and/or expert witness consultants who need
to know such information. Receiving Party will instruct each such employee or other party, at the time he
or she obtains any Confidential Information, to observe the terms and conditions herein in the same
manner as such terms and conditions are applicable to Receiving Party under this Agreement.
6. Exclusions. 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 (f) is
required to be disclosed pursuant to law.
If Receiving Party is required by a government body or court of law to disclose the
Confidential Information, Receiving Party agrees to give Disclosing Party reasonable advance written
notice (so long as delivery of such advance notice would not result in Purchaser's violation of the
applicable law or court order) in order that Disclosing Party may contest the disclosure or seek a
protective order or other legal relief.
7. Term and Termination. This Agreement shall become effective as of the Effective Date
and terminate automatically at the conclusion of the acquisition of the portion of the Disclosing Party's
property required for the University Blvd. improvement project. However, the obligation to maintain the
confidentiality of the Confidential Information shall survive the termination of this Agreement, and shall
not be used for any purposes other than identified herein. Except for a copy that Receiving Party may
retain for document retention/archival purposes only, immediately upon termination of this Agreement
Receiving Party shall return to Disclosing Party all of the Confidential Information in Receiving Party's
possession or, if requested, Receiving Party shall certify and warrant in writing that all such Confidential
Information has been destroyed.
8. Retention of Legal Rights. Disclosing Party retains all rights and remedies afforded to it
under the laws of the United States and the states thereof, including without limitation, any laws designed
to protect proprietary or confidential information.
9. Injunctive Relief. Receiving Party acknowledges that the unauthorized use or disclosure
of the Confidential Information would cause irreparable harm to Disclosing Party. Accordingly, Receiving
Party acknowledges and agrees that Disclosing Party will have the unrestricted right and privilege to
obtain injunction and/or preliminary injunction against any breach or threatened breach of this
Agreement, as well as the right to pursue any and all other rights and remedies available at law or in
equity for such a breach, including reasonable attorneys' fees and expenses incurred in conjunction with
such procedures. This Section shall survive any expiration or termination of this Agreement.
10. Miscellaneous.
a. . If in the future the City receives a request for public information to which the
Confidential Information may be responsive, the City will (1) immediately notify the Disclosing Party, as
required by Section 552.305(d) of the Texas Public Information Act of the request for information; (2)
withhold the requested information from disclosure pending a Texas Attorney General determination
requiring disclosure; and (3) notify the requestor of the withholding pending the Texas Attorney General's
determination. The notice to Disclosing Party will include a copy of the written request for information
and a statement that Disclosing Party may, within 10 business days of receiving the notice, submit to the
Texas Attorney General reasons why the information in question should be withheld and explanations in
support thereof. Disclosing Party has 10 business days after receiving notice from the City of the request
for public information to assert an exception from disclosure under Section 552.101, 552.110, 552.113, or
552.131 of the Texas Public Information Act and present its arguments to the Texas Attorney General for
nondisclosure.
b. This Agreement shall be construed and enforced in accordance with the laws of
the State and County in which the Property is located.
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C. This Agreement does not create a teaming agreement, joint venture, partnership,
limited liability company or other such arrangement; rather, the parties expressly agree that this
Agreement is solely for the purpose of disclosing and protecting the Confidential Information.
d. If a provision of this Agreement is held invalid under any applicable law, such
invalidity will not affect any other provision of this Agreement that can be given effect without the invalid
provision. Further, all terms and conditions of this Agreement will be deemed enforceable to the fullest
extent permissible under applicable law.
e. This Agreement is not assignable or transferable without the prior written
consent of the other party. Any purported assignment in contravention of this provision will be deemed
void. This Agreement applies to all successors -in -interest. No failure or delay by either party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further exercise thereof.
f. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, administrators, successors, executors, assigns, officers, officials, agents,
employees, contactors and other representatives of Disclosing Party and Receiving Party, together with
any and all persons and entities sharing ownership of, or in control of, or controlled by, the Disclosing
Party or Receiving Party.
g. This document contains the entire agreement between the parties as to the
Confidential Information and supersedes any previous or contemporaneous understandings,
commitments, or agreements, whether written or oral, as to such the Confidential Information. All
additions or modifications to this Agreement must be made in writing and signed by both parties.
h. This Agreement may be executed in counterparts and transmitted by facsimile or
electronic mail.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date set
forth below.
"DISCLOSING PARTY"
BAEV-LaSalle Round Rock University Boulevard, LLC,
a Delaware limited liability company
By: �-- —
Name: Steven J Schnur
Tt- Vice President
"RECEIVING PARTY"
CITY OF ROUND ROCK, TEXAS
a municipal corporation
B Gfiwv� _
Name: Ukj C, -e, L
Its:
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f. City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing a Confidentiality and Nondisclosure Agreement with
Baev-Lasalle Round Rock University Boulevard, LLC in connection with
the University Boulevard (Parcel 5) Project.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 1/13/2017
Dept Director: Steve Sheets
Cost: $0.00
Indexes:
Attachments: 00370179.PDF, 00370276.PDF
Department: Legal Department
Text of Legislative File CM -2017-1285
Consider executing a Confidentiality and Nondisclosure Agreement with Baev-Lasalle
Round Rock University Boulevard, LLC in connection with the University Boulevard
(Parcel 5) Project.
In connection with valuation analysis for the proposed University Blvd./ BAEV-Lasalle/
Parcel 5 right of way acquisition, the City has requested a copy of the ground lease with
Chase Bank to provide to its appraiser. The owner is requiring the City to execute a
confidentiality agreement prior to providing the lease document.
No cost.
University Boulevard Project
Staff recommends approval.
City of Round Rock Page 1 Printed on 111212017