HomeMy WebLinkAboutResolution - 79-179 - LOGIS/ OSI Agreement - CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 79 - f
WHEREAS, the City of Eden Prairie , 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 soft-
ware which, if accepted by LOGIS under the contract , will be
employed by LOGIS for the benefit of its members , including the
City of Eden Prairie, in providing economical data processing
services to the members of LOGIS .
WHEREAS, under the terms of the contract, particularly Sec-
tion 4 . 01 (a) thereof, each member of LOGIS is required to
s 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 EDEN PRAIRIE ,
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
expression 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 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 propri-
etary 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 . 0 1 (e ) ) LOGIS may modify any computer program compris-
ing 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 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, on 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 docu-
ment 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 afore-
mentioneu 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 . The City makes the foregoinq covenants , which run to the
benefit of LOGIS and to OSI , in fulfillment of the City ' s obliga-
tion under the contract, and effective as of the date provided
therein .
2 _
7 . The City specifically declines to adopt in this Resolu-
tion the terms and conditions of Paragraph 4 . 01 (h) of the con-tract.
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1fg gr ferizel, Mayo
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John Frame, City erk
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