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HomeMy Public PortalAbout2019_tcmin1223SpecialDecember 23, 2019 – Leesburg Special Town Council Meeting (Note: This is a transcript prepared by a Town contractor based on the video of the meeting. It may not be entirely accurate. For greater accuracy, we encourage you to review the video of the meeting that is on the Town’s Web site – www.leesburgva.gov or refer to the approved Council meeting minutes. Council meeting videos are retained for three calendar years after a meeting per Library of Virginia Records Retention guidelines.) Mayor: Town meeting, December 23rd, 2019, everyone is present with the exception of Council Member Tom Dunn. We are here to discuss the nondisclosure agreement with the Microsoft Corporation. Is there a presentation of any sort or are you just answering questions? Russell Seymour: Yes, ma'am, presentation. Mayor: Okay, I was to say, "I asked you a question." Eileen Boeing: I have to say for purposes of microphones, we just need to speak up. Mayor: And this is being televised? Eileen Boeing: Correct. Mayor Burk: Okay. All right, presentations. Russell Seymour: Well, good evening, Madam Mayor, Members of Council. This evening, before you, we have a non-disclosure agreement with the Microsoft Corporation. As we have in our packets this evening, as a part of the ongoing work that staff has been undertaking with the Microsoft Corporation, staff has been requested to sign the attached non-disclosure agreement so that Microsoft is enabled to protect its proprietary information. This agreement will enable Town staff to continue to work closely with Microsoft while reducing the chances that otherwise confidential information specific to the company would become available to their potential competitors. The purpose of the proposed resolution this evening before you authorizes Town staff to execute the non-disclosure agreement. Both myself and Ms. Notar will be happy to answer any questions that you may have at this time. Mayor Burk: Okay. Mr. Steinberg, do you have any questions? Council Member Steinberg: What does nonstandard mean? Barbara Notar: Yes, I asked that, they said it only is because there were additions made to their template. Council Member Steinberg: Okay, that's all, thank you. Mayor Burk: Mr. Thiel. Council Member Thiel: Just for clarification, this is to only authorize Town Staff to sign the NDA and not Council? Speaker 4: Well, it would be Kaj on behalf of the organization. Mayor: It would apply there? Speaker 4: It would apply to you. You don't know the information that they're trying to protect though. Council Member Thiel: That's fine. Barba Notar: It's like plans, the usage, that type of information. Mayor: Mr. Campbell. Council Member Campbell: Yes, I did ask a bunch of questions this afternoon and tried to do a little research, and there's a big difference between standard and nonstandard, but that aside, I have no problems with signing a non-disclosure. Our problems are that it protects the best interests of the Town and Council. When I asked questions about time limits for a non-disclosure and their responses, somehow they're maybe more permanent. There's a really big difference between standard nondisclosures. Barbara Notar: Can I address that, Mr. Campbell? Council Member Campbell: Yes, but I thought you did though. Speaker 4: I'm in error, actually. 4B states that it's for five years. Council Member Campbell: Well, but it's not four or five years. There's two clauses and one is for, A, termination and then B is about no other use for five years of the information beyond termination, so two very different issues. Most standard NDAs have a limit because we're working with specific information for a specific purpose. This purpose is so that we can get to a consent agreement for the BLA that, is that a year, is that two years because I think it's in our best interest if it's a year and it takes longer than that that we can always extend it. To have an undesignated length of time for this NDA to be in effect even though they say either party can terminate it with a 30 days' notice, it's not in our best interest or the use of information. I only raised that issue so that we have a stronger document, not for Microsoft but for us. Barbara Notar: Again, I would read that as five years, that this document is for five years. Let me clarify that the NDA has nothing to do with consent from Microsoft, this is the approval for extensions to utilities. Council Member Campbell: This is not the approval, the approval is in the consent. This allows us to have information that will help us make a decision about consent. That's all they're saying. They want to share proprietary information. That's why you have an NDA. This is not a consent document. Barbara Notar: They want an NDA to protect, mostly, their usage information and their site design. Council Member Campbell: Right, but you mentioned that this was a consent document, this is not a consent document. Barbara Notar: I don't know if I said, I don't remember saying this is a consent document. This is a nondisclosure agreement. Council Member Campbell: Right. I know what that is, but they have a section A and B for a specific reason. A is not B and B is not A, so termination, even as it's written, I'm just trying to get clarification so we understand the indefinite period versus our protection of having a definite period or a termination of the agreement. B talks about you can't specifically use information for additional five years. Otherwise, there'd only be an A and not a B or B and not an A. I'm just trying to get clear, what are we really signing? What does it all mean? I'm not in argument or disagreement, I'm for clarification. That's why I asked the earlier question about the length of the confidential information obligations. If we're clear on that, I'm not clear on it, but if others are, then I guess they have to decide on that. When no one talked about, "Well, I have a question, again, about the permitted uses of the information," and that's why we're signing an NDA, I want to be clear if we're signing an NDA so we can get to a consent agreement whether they can come into the Town but this is not the agreement, this is just an NDA. Russell Seymour: If I'd just throw something in there, you and I both had a chance to work with NDAs in our past lives, and I think one of the most critical pieces that differentiate this, you're absolutely right, this NDA agreement, by signing this, the Council is not saying, "Microsoft, you can go do whatever you want to." Absolutely, completely agree it has nothing to do with that. What this is saying is that right now, the Town does not have all of the information in order to be able to make that type of decision. We don't have it. If we don't have the NDA agreement in place, Microsoft can, by their own protection, withhold that type of information. Council Member Campbell: Absolutely right. Russell Seymour: That's the piece that we're at right now. Council Member Campbell: The only thing I wanted us to be specific about, which came later this afternoon in a different email, was the specific information that's covered by the NDA. It's the water rights, it's other proprietary. Is that going to be included in the NDA because that's the only information we're saying we want to protect? Otherwise, we're protecting all of Microsoft's broader information, which doesn't apply to what we're trying to do with Microsoft. Russell Seymour: I would say that there are other pieces of information. The FOIA request, the list that you got today that talks about what Microsoft considers to be confidential, and Barbara, that had to do with the FOIA request, correct? Council Member Campbell: Yes. I didn't want to bring in FOIA. Barbara Notar: No, it doesn't. It didn't. Russell Seymour: It didn't? Barbara Notar: It is the information they want protected under the NDA. That list is not in the NDA. Council Member Campbell: Well, will it be in NDA? The list of proprietary information that they want to protect so we know specifically what they want to protect. Barbara Notar: It could be in the NDA, it isn't right now. Council Member Campbell: I think it helps us to specifically know because other issues are arising and then if we situationally have to decide or are we only deciding what to protect based on what Microsoft tells us now or is it only the information that's locked into a document? That's the only reason why I asked about the specific information because the use of this document will govern/obviate it, and we need to know specifically what we're being asked to protect or otherwise, it's everything that Microsoft brings up after the fact that they would like to protect from any disclosure. Barbara Notar: They are asking to protect the list, but the list is mostly just two things: the usage information and the site design to protect their security information. Council Member Campbell: That was a pretty long list. Speaker 4: Well, but it was because the list includes the commitment letter and the resolutions that anything that contains the usage information, that's what mostly they don't want disclosed, the other is the site, the construction drawings or the site plan. Council Member Campbell: Customer agreement information regarding security systems, it's six items that are on here, seven bullet points. I'm not arguing with the items, I just don't know why it's not then in the NDA. Barbara Notar: It was the timing. Everything was happening at the end of-- They close the business on Friday. That came after I sent it to you. Council Member Campbell: Is there a problem modifying the NDA to include Barbara? Barbara Notar: Probably not. Russell Seymour: I just have a question, to make sure I understand you correctly. The list of six items that was sent out this afternoon and I believe Mr. Campbell referred to, it starts out by saying, "Microsoft considers the following information sensitive and would like this information excluded from any FOIA response." That was my take on it. My take on it, and please correct me if I'm wrong, this had to do with FOIA response and not the nondisclosure agreement. Barbara Notar: Both. Russell Seymour: The nondisclosure agreement-- Barbara Notar: It has to do with both. It is the information they say is proprietary. Council Member Campbell: We've said though we can't protect certain information from FOIA unless it's identified and only for a time limit. Having this information identified helps protect the information for a time limit but not forever. Even five years has an expiration date. Barbara Notar: Yes, I think I agree. Yes. Council Member Campbell: Will it help Microsoft to have this information in the NDA? Barbara Notar: One of their templates, it was very hard to even change the changes that were made. They want this done ASAP, but it was on for the 14th. If I go back to them and say, "Could we please include this list?" I would think they will agree. Council Member Campbell: Yes, their list, probably not to a point we'll disagree. Mayor Burk: Then we'll come back, Mr. Campbell, if there's any more additional questions Ms. Fox. Council Member Fox: All right, just something to follow up what Josh said, we totally won't know what information we're trying to protect with this NDA. Barbara Notar: I didn't hear that. We won't know what information, the information we're trying to protect is this information. Council Member Fox: Just this information? Okay. Barbara Notar: Right. Council Member Fox: We had, past couple of discussions, some water use talked in everything and we factored Microsoft into the water use talks. How much information is already out there, I guess? Barbara Notar: I believe those conversations were in closed session, the actual usage was in closed sessions. There was a document that was put out that was in your packet that had the actual usage or close to it that should not have been disclosed. It was disclosed. It's in your packet, I would tell you not to disclose that to anybody. Just because we released it doesn't mean it's released forever. We're going to try and claw that back, that information, because Microsoft did not want that disclosed to the public. I believe it got disclosed to the public because we thought we were going into a closed session. That information was put into your packet by mistake. Just because we made a mistake doesn't mean we have to live with it forever. We're going to try to-- Council Member Fox: Well, I don't believe it was a mistake that we made. We hadn't been asked for an NDA at that point. Microsoft did nothing to ask us for an NDA at that point. I don't understand why it's our mistake. Barbara Notar: Well, because the NDA, it wasn't on the 26th when we talked, but the NDA has been in play, meaning they have asked us to talk about the NDA with you. It was on the 26th, November 26th, which which was-- Russell Seymour: The original date was prior to the Council meeting, yes. Barbara Notar: Yes. We have known about the NDA, we just hadn't brought it to Council yet. Council Member Fox: But you didn't have this information at that point, the water usage, the site plan proposed, water meter calculations, water quality pretreatment, things like that. Barbara Notar: Yes, we've had that information. Yes. Council Member Fox: When did we have that information? I'm just wondering because this is something that needs to be included and we didn't know about what exactly [crosstalk] Barbara Notar: We had the information for-- It was discussed when we wrote the commitment letter to Microsoft. That's been at least a month. Council Member Fox: Okay. This is something that you say we knew about, Council? Barbara Notar: Staff knew about it. Council knew about the usage information in that graph, I think, because I think it's the first time we started talking about the-- I'm talking about the gallons per day, when I talk about usage, that's what I mean. I think was the last closed session that we had regarding Microsoft. That's when we first brought it up, but it could've been, we could've talked about it before in a prior closed session. I just can't remember. Council Member Fox: I remember something different because I remember Council [unintelligible 00:15:29] and I did not attend that closed session. There was something in open session discussed, and I don't remember exactly what that was. That's why I'm asking. Barbara Notar: It's the actual figures they find proprietary because they believe the gallons per day usage is something that they want to protect. Council Member Fox: Okay, all right, that's it. Mayor Burk: Mr. Martinez. Vice Mayor Martinez: In my professional career, we've used NDAs for a lot of different things. In some instances, they had particular items in there; in some instances, they didn't. My concern is that I understand that Microsoft wants to have a broad-ranging NDA to cover any negotiation/talk with the Town, whether it's Phase I or Phase II or whatever. I'm assuming this NDA is particularly for Phase I. Barbara Notar: Yes. Vice Mayor Martinez: The other thing that if we go to the route of you putting everything in there, which means that once Kaj signs off on that and Microsoft says, "We also want this," then we got to do another NDA, whereas if they had other information that they decided they needed, if we just do a broad NDA that says any information that Microsoft deals with the Town is covered in the NDA, then we don't have to keep coming back with more NDAs, which again could be troublesome at times. Like I said, I have no problem with a broad NDA as long as we make sure we understand that it is dealing only with Microsoft and the Town and proprietary information that Microsoft is giving us. As long as that's the way it is, I have no problem with having it as it is, again. Barbara Notar: I could talk to Microsoft about that. Microsoft has not talked to us at all about Phase II, at all. We've asked questions, and we hope to talk to them about Phase II, but they have not talked to use about Phase II. Vice Mayor Martinez: I understand that. All I know is that I don't want to get mired in having to do an NDA every time Microsoft says, "We need to protect this information" because then, again, you got to deal with it, you got to tell the Council, you've got to go through all this again. I don't see there's anything wrong with not agreeing with specific information as long as we go with the understanding that the only NDA information that we're protecting is what Microsoft considers propitiatory. Mayor Burk: I have two questions, to follow up with Mr. Martinez, to add that list would require another meeting, would it not? Barbara Notar: Well, the resolution says so long as it's approved by the Town Attorney, so I could make a list of the things you want in here, and Kaj does not sign it until those things are in there. We clarify the time limit, make sure it's one and two and add the list. We would not have to have another meeting, the holidays are upon us. They've waited this long, maybe they'll wait till the 14th. Mayor Burk: The 14th of January? Barbara Notar: Yes. Mayor Burk: Then why are we having this meeting if they're waiting to-- I thought we had a special meeting because it was so important to have it done. Now you're saying that they're going to wait until the 14th? Barbara Notar: They don't want to wait. That's true. The meeting and the special meeting was triggered by the FOIA request that is due January 6th, so I stand corrected. It should not wait. The resolution, to answer your question, the resolution states that it can be signed by the Town Manager so long as I approve it. I can go back to them and hopefully, they will include these if that's what Council desires, these three things, include the specific info, make sure it's Phase I and two, and clarify the termination. Mayor Burk: So on this is there anything that this is really not proprietary? Barbara Notar: I don't think so, no. Mayor Burk: Then why would we have to include it on a list because if it's propitiatory, we shouldn't be sharing that information, to begin with, anyway? You're saying that it's not FOIA-able because it is proprietary. Why would we need to have it on a nondisclosure when that's the standard procedure? Barbara Notar: You don't need to have it. We have the list. That would just be Council's preference. All of these are Council's preference. Mayor Burk: The phase-one, phase-two, I don't understand that. Now we're talking about the Phase I, are we ready to talk about Phase II with them? Barbara Notar: No. Mayor Burk: I mean, are we ready? Barbara Notar: Yes, we're ready. We don't know if they're ready to talk to us. Mayor Burk: By including that in there, what does that do? Barbara Notar: It clarifies the agreement that it's not just for Phase I, it's for both phases. You could read the agreement that it applies to Microsoft, period, all phases. Mayor Burk: Then, the document that you talked about that was a mistake that shouldn't have gone out, do you need to know if any of us shared that with anyone? Has it gone out? Barbara Notar: It was in your packet. It was in your packet and was on the [crosstalk] Mayor Burk: It wouldn't be our responsibility to notify you that we shared with anybody because it was public? Barbara Notar: Yes, you should tell me. If you shared those their usage information with anybody, you should tell me. One of these is we have an obligation that if information gets out, we're to tell Microsoft. Mayor Burk: Okay. I'm going to ask you one more clarification before I go round one more time. If we add these new things, he can't sign it, correct? Barbara Notar: Correct. Mayor Burk: We have to wait until January 14th? Vice Mayor Martinez: Or call another meeting. Barbara Notar: Or the resolution says as approval by me. He can sign it if I approve the document. If you give me direction that he's only to sign it if these three or one, two, three things are included, you don't have to have another meeting. Mayor Burk: All right. Is there any additional questions at this point? Council Member Steinberg: Yes, just a couple. Do we even see the site plan? This is a county application. Barbara Notar: We do. Yes, we do because of the utility, not the entire one but it's a referral. Council Member Steinberg: Anything that pertains to security and all of these things? Anything other than what we're directly involved with as far as the utilities and where we have to run utilities, why don't we see any more then? Barbara Notar: We don't see any more than that. We do not see the security systems, but we do see where that-- They believe even where the hookup for the water is proprietary, so those sheets regarding utilities would be proprietary to them and would be protected. Council Member Steinberg: Out of curiosity, when do we see all the information regarding this project as far as it relates to the Town and, in the end, what we're actually approving? Yes, for this whole project, a lot of negotiations have basically been between Microsoft and staff, not Microsoft and the Council, so we have some ideas about numbers for utilities. Is that the only thing we need to know in providing the utility to Microsoft? Is there anything? Barbara Notar: If I understand your question correctly, Council has approved the resolution to extend to Microsoft Phase I. That resolution is conditioned upon several things, one of which is the payment of all the fees. There's a customer user agreement that's being negotiated now between Microsoft and staff, and that is mostly it, so Council wouldn't see, you won't see the site plan or the sheets regarding the utilities. You don't approve the permits, so you don't see anything else, I don't think. Council Member Steinberg: You're saying in the end, we have all the information that we need to make the final decisions regarding this overall in Phase I, we have everything? Barbara Notar: You've already made that decision, you Council. The building code, building officials have to sign off on certain things, but the Council has made all the decisions it needs to make for Phase I unless there's a BLA, then, of course, you get to weigh in on that. Council Member Steinberg: Well, first, I think I would be in favor of just limiting this to Phase I as opposed to making it overly broad, which you never know what kinds of changes they may be inclined to make. I suspect that the specific information would probably be a good idea, thanks. Council Member Thiel: To piggyback off that, is it in the agreement now that it's Phase I and Phase II or just Phase I. Barbara Notar: No. It just says Microsoft. I think I misunderstood the question earlier, I'm sorry. It just says Microsoft, it's Microsoft and the Town, between Microsoft and the Town. Council Member Thiel: That's fine. This is basically just a blanket NDA, very generic, probably used in their repertoire of many locations that they have? Barbara Notar: According to them, yes it is. Council Member Thiel: This is just them covering themselves, Microsoft covering themselves and giving us, the Town, the adequate information to help us understand where they're planning to move forward? Barbara Notar: Yes. Council Member Thiel: Okay. Anything else for us? Russell Seymour: Just one thing I'll add to that, in listening to part of the conversation, think about from the staff standpoint for a moment when you're talking about Phase I versus Phase II, the information, the reason why this type of NDA. Typically, NDA agreements were signed a year ago before we ever get down to this point. I'm surprised that this was not put forward by Microsoft before we even knew the name of who was coming to this site, to be honest. That's typically they try to cover any business, we'll try to cover anything so that we can work with them. The way I look at the non-disclosure agreement is that by keeping it the way this is, this allows staff and, through that, Council to have access to any of the information Microsoft wants to give us as we're going through this planning process. The more we limit the NDA agreement, the more limited Microsoft or staff, I should say, is going to have access to information that I think the Town needs to have access to in order to make those decisions. With an NDA agreement, I agree it's broad, but it's broader for a reason, and that is so that not what we're protecting Microsoft from as much as what Microsoft now is going to allow us to have access to so we then can come back to Council and say, "Here's what they're talking about for this. Here's what they're talking about for Phase II, we have access to the information." With regard to putting a list together and being very specific, if something comes along that's not covered on here, Microsoft at that point will just say, "You know what, we're not talking to staff about it." They're very focused on moving forward as quickly as possible. I don't want to put my line of thinking is, I don't want Council to be trying to catch up on all this information. Microsoft needs to be able to provide it to us now upfront. That's why I think now they're coming forward with this NDA. Again, not so much for Council, but staff right now has nothing to say that any of our staff that's been working with this can go out and talk about this to anybody right now. That's not been in place and that, more than anything else, I think is the concern for Microsoft. That's why, typically, these things are signed before they even talk to anybody, at this point. Council Member Thiel: I also feel that it'll give us-- To follow up with that, I do agree with you. I also feel like it would give the Town some more information about Phase II and the potential of moving forward there. This just opens the door for a lot more opportunities to be had. I'm okay with signing it the way it is. I think it's a regular NDA. There's nothing to-- I think if we want to get into granularity, that's later on down the step. I feel like this is a way for us to open up the door and say, "Look, we want to work with you as much as possible, we'll sign the NDA and then maybe later on down the road, we'll talk about a Phase II NDA," and we describe it that way and then the staff is already starting to gather information about things that they may need for Phase I and Phase II. Russell Seymour: I believe Mr. Campbell said it very clearly and probably better than I have. That is this NDA doesn't set parameters, it only allows the Town to gather information and to listen to what's that information so that then we can come back to the Council and say, "Here's everything that we know." Council then can make a decision based on that. It has nothing to do with the decision, it has everything to do with the amount of information we get. Council Member Thiel: That's the only reason I'm a little worried about putting some, even a little bit of guidelines on this because I feel like it's going to get them scared, and it's going to narrow our way of thinking and focus into certain areas as a way of looking at just one specific thing when we could be thinking about a broader Phase II. Russell Seymour: I would say, a list is a limit more to the Town than it is to Microsoft. Council Member Thiel: Yes. Well, they're the ones with the proprietary information, we're just providing utilities, water, et cetera, hopefully, land in the foreseeable future, but they're the ones that are coming in with the proprietary information. It's a typical NDA from someone that has a technology or something of a value that wants it to be protected, and I totally understand that. I'm fine with the way it is as of now. If we want to move forward at a Phase II NDA, I feel like we should have that conversation with them shortly after this. Mayor Burk: All right. Anyone else? Council Member Campbell: Yes. Mayor Burk: Mr. Campbell. Council Member Campbell: Typical NDAs are very specific, and that's why they're standard, but that set aside, the reality is NDAs work two directions. They protect whoever thinks they have the proprietary information on. Let's be clear, we didn't propose what's proprietary. I didn't propose a list, they did. I didn't propose specific things to be excluded or included, they did in the conversation. They, by their own lists, want certain things protected, period. Now, in the initial, again, under item two, what's included is very broad. They talk about non-public. The other way this works is to protect us and the Town from being accused of information that somehow gets public that they didn't want public. The more specific it is, the more protected we are because they can go a broad range, whether they delivered the information, didn't deliver it, something leaked, something happened. Again, I'm only talking about these things because we have to talk about our protections, and we can vote any way you want to vote, but the reality is, things do get out, things leak, how's the Town protected? If they accuse us of having information that's shared, they can go, they can run the gamut from A to Z versus specifically anything within this range, specific to this specific business that we're dealing with. That's the only reason why I talk about specifics. If there is a purpose to it, there's a place to it, then we're dealing with a very big company that's under a lot of exposure for a lot of reasons, and we are a very small piece of what they're dealing with and what we want to deal with them. You can make it as broad as you want thinking that there will be greater flexibility of how we work, but our work with them is very specific, and it is very limited right now to one particular work item, and that's water, that's it. Mayor Burk: Ms. Fox. Council Member Fox: Just a couple of observations. One is I think I agree with what Josh said about Phase I and Phase II, and I understand that this needs to happen in order to go forward. I do think that I don't believe that it was just Microsoft that came up with these parameters, I do believe staff and Microsoft talked to one another about this. My one question is, with Microsoft or any company being a private company and our utilities being a public utility, how is it that it can be asked of a public entity to keep certain things from the public? Barbara Notar: Under FOIA. FOIA gives the Town discretion to withhold documents that are proprietary. Council Member Fox: Is there any precedent in town with this happening with other companies? Barbara Notar: We've signed one NDA that I know of with K2M, that was many years ago. I don't recall if there was a FOIA. I don't think there was. I guess I could say there was no FOIA request that we had to use the exemptions that allow that are FOIA, so not yet. Have taken the full FOIA, looked at the proprietary information and figured out what we could withhold and what we could disclose. No, I don't think we've done that. Council Member Fox: All right, thanks. Mayor Burk: Mr. Martinez. Vice Mayor Martinez: I think Josh, pretty well, explained what I was going to say, I think leaving the broad agreement, and if there's no more discussion, then I can move that we accept the NDA passed. Mayor Burk: Okay, so moved by Mr. Martinez. Second? Council Member Thiel: Second. Mayor Burk: Seconded by Council Member Thiel. Any additional comments at this point. All in favor? Council Member Steinberg: Were you asking if there were any additional comments? Mayor Burk: If you had additional comments. Council Member Steinberg: Okay. Would that be in the form of a question or a comment only? The only question I have is, why did Microsoft provide us with this list if they didn't want to be specific about it? What was being considered? Barbara Notar: The list came after the agreement went out to you all. Council Member Steinbergto-- I have no problem with Phase I and Phase II but I believe since they provided us with this list, that we should have included the Microsoft list of what they consider proprietary as part of this. Mayor Burk: Do you think that is a comment? Vice Mayor Martinez: No, I don't. Council Member Steinberg: I would like to offer this amendment or as a motion, excuse me. Mayor Burk: Okay. Mr. Steinberg with a motion to include the list. Is there a second? Council Member Campbell: Second. Mayor Burk: Seconded by Mr. Campbell? Any discussion? All in-- Council Member Thiel: Will that hinder the time frame that we need? Council Member Steinberg: As long as we approve. Barbara Notar: I'm guessing, I don't think it's going to hinder. I think Microsoft will say, "Fine." This is their list, they gave the list. I'm guessing that they will not object to that. That, to me, is not a change to the agreement. Vice Mayor Martinez: Just remember, though, if there is more to be added to that list either now or later, we'll have to do a whole another NDA. Mayor Burk: We'll have to do it all over again, that's true. Council Member Steinberg: I understand. Mayor Burk: Mr. Seymour, did you have something you wanted to add? Russell Seymour: No, ma'am. Mayor Burk: I'm not comfortable with this. I'm not comfortable with this. I think we're getting into the weeds where we don't need to. I'm not comfortable that you're saying, yes you think they will so we're going to get stuck with maybe, maybe not and I'm not comfortable with that. I don't think it's necessary because I think those are proprietary issues. I think we're just getting into the weeds and making things much more complicated than they need to be. Anyone else at this point? There is a motion to add the list to the nondisclosure agreement. Are there four votes for that? All in favor say, "Aye." Council Member Steinberg: Aye. Council Member Campbell: Aye. Mayor Burk: Mr. Steinberg and Mr. Campbell. Opposed? Council Member Fox: Nay. Vice Mayor Martinez: Nay. Mayor Burk: Ms. Fox, Mr. Martinez, Mrs. Burk, and Mr. Thiel, so that takes us back to the original motion that was made by Mr. Martinez and seconded by Mr. Thiel. All in favor indicate by saying aye. Council Member Fox: Aye. Council Member Thiel: Aye. Vice Mayor Martinez: Aye. Mayor Burk: That's Ms. Fox, Mr. Thiel, Mr. Martinez, and Ms. Burk. Opposed? Council Member Steinberg: Nay. Council Member Campbell: Nay. Mayor Burk: Mr. Steinberg and Mr. Campbell. We will have a motion to adjourn Vice Mayor Martinez: So moved. Mayor Burk: Moved by Mr. Martinez and Mr. Thiel all in favor. All right, that is 6-0-1.