Res 1979 -104 Extract of Minutes of Meeting of the City Council of MH (10/2/1979)0
EXTRACT OF MINUTES OF MEETING OF THE
CITY COUNCIL OF THE CITY OF MPna� a H�iah�
r�aknta COUNTY� MINNE
TA
Pursuant to due call and notice thereof, a(regular) (I-pesi�ad) meeting
of the Council of the City of Mendota xeiqnts , Minnesotal was duly held
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in the City Hall in the City of Mendota xeights � on �October 2
r
, 19 79r commencing at �:3o I o'clock �.m.
The following members were present: I
Mayor Lockwood, Councilmembers,Losleben, Hartmann, Mertensotti & Witt.
and the following were absent:
* * *
None
* * *
* * *
Councilmember Hartmann then introdu
resolution and moved its adoption: '
RESOLUTION NO. 79-104 �
WHEREAS, the City of Mendota xeights �
member of Local Government Information Systems (LOGIS), ;
organization of local Minnesota government units formed pursua
Statutes, Section 471.59;
WHEREAS, LOGIS has entered into an agreement�
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Systems Incorporated (OSI ), a California corporation, effective a:
1978, and entitled "Local Government Management• Information Sys
d the following
Minnesota, is a
a joint powers
�t to Minnesota ,
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with Optimum
> of August 23,
tem Agreement,
Contract No. 2027" (hereinafter referred to as the "contract'!�), whereunder
LOGIS contracted to purchase from O51 certain items of computer, hardware and
software which, if accepted by LOGIS under the contract, will tie employed by
LOGIS for the benefit of its members, including the City of
Mendota Heiqhts , in providing economical data processi�ng services to
the members of LOG I S. (
WHEREAS, under the terms of the contract, partiiularly Section
4.01(a) thereof, each member of LOGIS is required to execute a written
statement, to be effective upon acceptance of the property un
which runs in favor of both LOGIS and OSI and which embodies
conditions of Paragraphs 4.01(c) thru 4.01(h) of the contract.
NOW, THEREFORE, BE IT RESOLVED BY
r�lendota xeights , MINNESOTA, AS FOLLOWS:
the contract,
the terms and
THE
CITY OF
1. (4.01(c)) The City acknowledges and agrees Chroughout the
duration of the contract that, as between OSI and LOGIS, ( title and full
ownership rights to the GEMUNIS/3000 System and atl compi nents thereof
delivered to it remain with OSI. The City further acknowledges and agrees
that the GEMUNIS/3000 System and all components thereof, il clusive of the
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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 wi I not make u�e
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of the GEMUNIS/3000 System, directly or indirectly, for the �benefit of any
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party which is not a member of LOGIS, or which has not exe uted a written
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statement satisfactory to OSI under the contract embodying the substance of the
covenants hereof as required by Section 4.01(a) of the contract. '
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2. (4.Q1(d)} The GEMUMIS/3000 System and al! in€ormation relat�d
thereto, in whatever form imparted ta LOGIS or the City by OS! in connectian
with f35I's performance under the contract, will be deemed Confidential and
proprietary ta OSl, wili be held in trust and confid�nce by th� City, and will
be safeguarded by the City to the same extent that the Cit I safeguards its
proprietary material, which in no event will be less than that which a
reasonably prudent governmentai unit wouid exercise � under similar
circumstances. To those ends, the City agrees to take r Iasonable steps
n e c e s s a r y to e nsu r e t h a t t he G E M U N I S/ 3 0 Q 0 Sys tem an d a! i in firma tion re la te d
' thereto are' not made available by the City ar by any of 'sts agents, ssrvants,
and employees to any other person, firm, or entity, except as p�ermitted by the
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cantract. The City further agrees ta take reasanabie steps necessary to ensure
that a!! those above-named individuais having access to the GEMUN15J3000
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System will observe and perform the obligations hereby u�dertak �n �by the City,
3. (4.01(e)) LOG15 may madify any computer progiram comprising
the GEMUNISj3000 5ystem, Ail such madificatians wiil be deemecl an amendment
to the license granted by the cantract and subject ta al! of the terms and
canditions of said license, and, anly for the purposes af such license, those
madifications will be deemed a part of the GEMUNIS/30p0 Syste►�i as defined ir�
the contract. I
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4. (4.01{f}) The City wif{ reproduce .and inciude OSf's copyright
notice wherever it appears on copies, in whole or in part,'I in any form,
including partial copies and madificaitans, of the computer prog� ams and othei^
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materiais camprising the GEMUNi5I3000 System, inclusive af, but nat limited ta,
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docurr3ents and the manuais delivered under the contr�ct.
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5. (4.0'!(g)) To the extent that the City modifies a�y document or
manual delivered ta it relating to the GEMUNIS/3000 System pursuant to the
contraci, ar incorporates any information from a document or ianua! clelivered
to it pursuant to the aforementioned license into a publication i r�ginating with
the City far dissemination by ihe City, then, and in such even;t, the City will
first comp�y with the provisions of Paragraph a.01(f} of th`e contract, as
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embodied in Paragraph 4 of this Resolutian, and the City will disseminate such
dacument only to its �gents, servants, ar employees.
6.. (4.01(h)) The City will indemnify and hold OSI harmless against
any losses, damages, casts, expenses, ciaims, or actions" res'uiting fram or
arising out of any use nat authorized by the license granted in�, the contract of
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the camputer programs and/or materials comprising the GEMUNlS130Q0 System
by the City, by any agent, servant, or employee of the City, o`r by any other
person who obtains acces� through the City ta the computer� programs and
materiais licensed to the City. �
7. The City makes the,faregoing covenants, which ru ' ta the benefit
of LOGIS and to OSI, in fulfillment of the City's ob�igation unde the contract,
and effective as of the date pravided therein.
The mation for the adoption of the faregoing resol tian was duly
seconded by Councilmember Losleben � , and u
taken thereon, the following voted in favar thereof:
all
0
and the following voted against:
none
whereupon said resalution was declarec! duly passed and adopted.
4
vote being
`' ,
STATE OF MINNE50TA )
COUNTY OF _ Dakota ) s.s.
C I TY O F en�ta HeicLhts )
i, the undersigned, being the duiy qualified and acting
ge�uty city clerx of the City of Menc�ata xeiqnts �, Mirinesota, cio
hereby certify that 1 have carefully compared the attache and foregoing
extract of mirtutes of a{regular} (s�ci-a�t} meeting of the City Councit held on
Oc�.ober 2 , 19 �9 , with the arigina! thereaf on fils n my office and
the same is a full�, true and camplete transcript therefrom inso. ar as the same
relates to the fulfillment by the City of its obligatians as a mlember af LOGIS
under Section 4.Q1(a) of the certain contract, effective as of August 23, 1978,
between LOGIS and OSI.
WtTNESS My hand as Deputy cit� cierk a d the corporate
seal of the City this �-�th _ day of october . , 1979.
,
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Deputy Cit erk
City of Mendota He
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