79-6152R23
RESOLUTION NO. 6152
RESOLUTION REGARDING LOGiS
WHEREAS, the City of Richfield, Minnesota, is a member of
Local Government Information Systems (LOGIS), a joint powers or-
ganization of local Minnesota government units formed pursuant to
Minnesota Statutes, Section 471.59, and
WHEREAS, LOGIS has entered into an agreement with Optimum Sys-
tems Incorporated (OSI), a California corporation, effective as of
August 23, 1978, and entitled "Local Government Management Informa-
tion 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 ac-
cepted by LOGIS under the contract, will be employed by LOGIS for
the benefit of its members, including the City of Richfield, in
providing economical data processing services to the members of
LOGTS, and
WHEREAS, under the terms of the contract, particularly Section
4.01 (a) thereof, each member of LOGIS is required to execute a writ-
ten 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 Richfield, Minne-
sota, as follows:
1. (4.01(c)) The City acknowledges and agrees through-
out 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 de-
livered to it remain with OSI. The City further ac-
knowledges 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 copy-
righted 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 informa-
tion 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 con-
fidential and proprietary to OSI, will be held in
trust and confidence by the City, and will be safe-
guarded 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 pru-
dent governmentallunit 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 there-
to are not made available by the City or by any of
its agents, servants, and employees to any other per-
son, firm, or entity, except as permitted by the con-
tract.' 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 modi-
fications will bedeemed an amendment to the license
granted by the con~,tract 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 con',tract .
4. (4.01{f)) The .City will reproduce and include OSI's
copyright notice ~r~herever it appears on copies, in
whole or in part, ',in any form, including partial
copies and modifications, of the computer programs
and other material's comprising the GEMUNIS/3000
System, inclusive of, but not limited to, documents
_ and the manuals delivered under the contract.
5. (4.01(8)) 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 man-
ual 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,~ser-
vants, or employees.
Resolution No. 6152 -3-
6. (4.01(h)) The City will indemnify and hold OSI
harmless against any losses, damages, costs, ex-
penses, claims, or actions resulting from or aris-
ing out of any use not authorized by the license
granted in the contract of the computer programs
and/or materials comprising the GEMUNIS/3000 Sys-
tem 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 by the City Council of the City of Richfield this 9th
day of October, 1979. ~ ~, ~
ren L. Law
ATTEST:
S 1 K. Bergh Ac g City Clerk