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HomeMy WebLinkAbout79-103CITY OF LAKEVILLE RESOLUTION Date October 15, 1979 Resolution No. 79-103 Motion by Zaun Seconded by Spande LOGIS GEMUNIS/3000 SYSTEM WHEREAS, the City of Lakeville, 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 Lakeville, 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(h) of the contract. NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF LAKEVILLE, 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, -1- directly or indirectly, for the benefit of any party which is not a member of LOGIS, or which has not executed a written statement satis- factory to OSI under the contract embodying the substance of the covenants hereof 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 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. All 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 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 document or manual delivered to it relating to the GEMUNIS/3000 System pursuant to the 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 -2- 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 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 of the City of Lakeville, Minnesota this 15th day of ATTEST: Patrick E. McGarvey,'City Cle October , 1979. CITY OF LAKEVILLE BY • /Z��� ordon Lekson, ayor -3-