RES 1979-115 - 00006831�•
RESOLUTION NO. 115 - 1979
RESOLUTION RELATING TO SAFEGUARDING OF OSI'S COPYRIGHTS
( LOGIS)
WHEREAS, the City of Fridley, 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 Fridley, 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 FRIDLEY, 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 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 reporduce 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.
Page 2 -- RESOLUTION NO. 115 --1979
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 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, cost, 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.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 1ST DAY OF
OCTOBER, 1979
9 � � � "
WILLIAM J. NEE - MAY
ATTEST:
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TY CLERK - MARVIN C. UN
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