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HomeMy WebLinkAboutResolution 1138 � � • '� EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF ORONO HENNEPIN COUNTY, MINNESOTA Pursuant to due call and notice thereof, a (regular) ��� meeting of the Council of the City of Orono , Minnesota, was duly held in the City Hall in the City of Orono , on April 14 , , 19 80 , commencing at 7: 00 o'clock P .m. The following members were present: Mayor Van Nest, Council- members Butler, Hurr, and Paurus and the following were absent: none - one vacancy * * * * * * * * * Councilmember Butler then introduced the following resolution and moved its adoption: RESOLUTION NO. 1138 WHEREAS, the City of Orono , 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 (O51), 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 Orono 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 conditions of Paragraphs 4.01(c) thru 4.01(h) of the contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF ORONO , 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 writte� statement satisfactory to OSI under the contract embodying the substance of the covenants hereof as required by Section 4.01(a) of the contract. 2 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 safeguarded by the City to 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 undertaken by the City. 3. (4.01(e)) LOGIS may modify any computer program comprising the GEMUNIS/3000 System. Alt such modifications will be 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's copyright notice wherever it appears on copies, in whole or in part, in any form, including partial copies and modificaitons, 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 document or manual delivered to it relating to the GEMUNIS/3000 System pursuant to the 3 _ contract, or incorporates any information from a document or manual delivered to it pursuant to the aforementioned 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 harmless 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 materiats 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. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Hurr , and upon vote being taken thereon, the following voted in favor thereof: Mayor Van Nest, Council- members Butler, Hurr, and Paurus and the following voted against: none � whereupon said resolution was declared duly passed and adopted. 4 � p l. STATE OF MINNESOTA } COUNTY OF HENNEPIN ) CITY OF ORONO ) i , the undersigned, being the duly qualified and acting Mayor of the City of Orono , Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a (regular) ����C meeting of the City Council held on April 14 , 19 80 , with the original thereof on file in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the fulfillment by the City of its obligations as a member of LOGIS under Section 4.01(a) of the certain contract, effective as of August 23, 1978, between LOG I S and OS I . - W I TN ESS My hand as Mayor and the corporate seal of the City this 14 day of April �� 1980. City ayo City of Orono , Minnesota (SEAL) � r t 5