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#096 10-02-79 Approve LOGIS Protection Software DocumentationResolution #96 October 2, 1979 Member Thorsen introduced and read the following resolution and moved its adoption: RESOLUTION (Re LOGIS Protection of Software Documentation) WHEREAS, the City of Golden Valley, Minnesota is a member of Local Government Information Systems (LOGIS), a joint powers organization of local Minnesota govern- ment units formed pursuant to Minnesota Statutes, Section 471.59; and 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 Systems 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 Golden Valley, 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) and 4.01(h) of the contract. NOW THEREFORE, BE IT RESOLVED by the City of Golden Valley, Minnesota as follows: I. (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 satis- factory to OSI under the contract embodying the substance of the covenants thereof 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 per- formance 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 reason- able steps necessary to ensure that the GEMUNIS8 000 System and all information re- lated 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 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. Resolution #96 (continued) 3. (4.01(3)) LOGIS may modify any computer program comprising the GEMUNIS/3000 System. All such modification 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 dis- semination 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, Aich run to the benefit of LOGIS and to OSI, in fulfillment of the City's o i ation under the contract, and effective as of the date provided therein. it ROBERT R. HOOVER, MAYOR ATTEST: i JOHN MORPH , CITY CLERK The motion for the adoption of the foregoing resolution was duly seconded by Member Stockman and upon vote being taken the following voted in favor thereof: Anderson, Hoover, Johnson, Stockman and Thorsen and the following voted against same: none, whereupon said resolution was declared duly passed and adopted and signed by the Mayor and his signature attested by the City Clerk.