HomeMy WebLinkAbout6393 - ADMIN Resolution - City Council - 1979/10/02October 2, 1979
8i
RESOLUTION NO. 6393
LOGIS RESOLUTION AGREEING TO
PROPRIETARY REGULATIONS OF
O.S.I.
WHEREAS, the City of St. Louis Park, Minnesota, is a member of Local
Government Information Systems (LOGIS), a joint powers organization of
local Minnesota government units formed pursuant to Minnesota Statutes,
Section 471.59;
WHEREAS, LOGIS has entered into an agreement with Optimum Systems
Incorporated (OSI), a California corporation, effective as of August 23,
1978, and entitled "Local Government Management Information System
Agreement, Contract No. 2027" (hereinafter referred to as the "contract"),
whereunder LOGIS contracted to purchase from OSI certain items of computer
hardware and software which, if accepted by LOGIS under the contract, will
be employed by LOGIS for the benefit of its members, including the City of
St. Louis Park, in providing economical data processing services to the
members of LOGIS.
WHEREAS, under the terms of the contract, particularly Section 4.01(a)
thereof, each member of LOGIS is required to execute a written statement,
to be effective upon acceptance of the property under the contract, which
runs in favor of both LOGIS and OSI and which embodies the terms and cond-
itions of Paragraphs 4.01(c) thru 4.01(h) of the contract; therefore,
BE IT RSOLVED BY THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS:
1. (4.01(c)) The City acknowledges and agrees throughout the
duration of the contract that, as between OSI and LOGIS,
title and full ownership rights to the GEMUNIS/3000 System
and all components thereof delivered to it remain with OSI.
The City further acknowledges and agrees that the GEMUNIS/3000
System and all components thereof, inclusive of the ideas and
expressions therein contained, are valuable trade secrets and
proprietary information of OSI, whether or not any portion
thereof is or may be validly copyrighted or patented. The
City covenants that it will not make use of the GEMUNIS/3000
System, directly or indirectly, for the benefit of any party
which is not a member of LOGIS, or which has not executed a
written statement satisfactory to OSI under the contract
embodying the substance of the covenants thereof as required
by Section 4.01(a) of the contract.
2. (4.01(d)) The GEMUNIS/3000 System and all information related
thereto, in whatever form imparted to LOGIS or the City by
OSI in connection with OSI's performance under the contract,
will be deemed confidential and proprietary to OSI, will be
held in trust and confidence by the City, and will be safe-
guarded by the City in the same extent that the City safeguards
its proprietary material, which in no event will be less
than that which a reasonably prudent governmental unit
would exercise under similar circumstances. To those
ends, the City agrees to take reasonable steps necessary
to ensure that the GEMUNIS/3000 System and all information
related thereto are not made available by the City or by
any of its agents, servants, and employees to any other
person, firm, or entity, except as permitted by the
contract. The City further agrees to take "reasonable
steps necessary to ensure that all those above-named
individuals having access to the GEMUNIS/3000 System
will observe and perform the obligations hereby under-
taken by the City.
3. (4.01(e)) LOGIS may modify any computer programprising
the GEMUNIS/3000 System. All such modifications willbe
deemed an amendment to the license granted by the contract
and subject to all of the terms and conditions of said
license, and, only for the purposes of such license, those
modifications will be deemed a part of the GEMUNIS/3000
System as defined in the contract.
4. (4.01(f)) The City will reproduce and include OSI'
fight
notice wherever it appears on copies', in whole or in part,
in any form, including partial copies and modifications, of
the computer programs and other materials comprising the
GEMUNIS/3000 System, inclusive of, but not limited to,
documents and the manuals delivered under the contract.
5. (4.01(g)) To the extent that the City modifies any do
or manual delivered to it relatingto the G currett
pursuant to the contract, or incpporates anny,information
Systemfrom
a document or manual delivered to it pursuant tothe aforemen-
tioned license into a publication originating with the City
for dissemination by the City, then, and in such event, the
City will first comply with the provisions of Paragraph 4.01(f)
of the contract, as embodied in Paragraph 4 of this Resolution,
and the City will disseminate such document only to its agents,
servants, or employees.
6. (4.01(h)) The City will indemnify and hold OSI h 1
ess against
any losses, damages, costs, expenses, claims, or actions resulting
from or arising out of any use not authorized by the license
granted in the contract of the computer programs and/or materials
comprising the GEMUNIS/3000 System by the City, by any agent,
servant, or employee of the City, or by any other person who
obtains access through the City to the computer programs and
materials licensed to the City.
7. The City makes the foregoing covenants, which run to the
benefit of LOGIS and to OSI, in fulfillment Of the City's
obligation under the contract, and effective as of the
date provided therein,
Adopted by the City Council October 2, 1979.
Attest;
R ieed for,,ad, nistration: Approved as to form and legality:
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