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06-2499�-a�� Presented By Re£erred To Committee: Date RESOLVED, that the proper City of Saint Paul officials are hereby authorized and directed to execute the attached Government Direct Access License Agreement and subsequent renewals, with the MN Secretary of State, said agreement authorizing the Office of Financial Services to access certain business data maintained by the State, copies of said agreements to be kept on file and/or record in the Office of Financial Services. Requested by the Office of Financial Services: BY- �/J � / /-�� Matt Smith, i ector Adoption Certified by Council Secretary BY = // /Gncs �/J�lE%SiJr� �--�/� Approved by por- Date d�i �/�, �'`< B �� �-��-� RESOLUTION CITY OF SAINT PAUL, MINNESOTA � Council File # 06-249 Green Sheet # 3029929 c��r.�p,Q�- � � , ,3�3��C� Linda J. Cam , Manager Contract & Analysis Services Form Approved by City Attorney BY� ��/ch.o�i�u�C��c�� Approved Ma or for Submission to Counci By: � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet � FS �F��iat se�vices Pate Inmafed: O � J ��� «�R� Green Sheet NO: 3029929 ContactPerson 8 Phone: - I STEPHANIE CONiRpCTSERVS I �� Assign MustBeonCOUnclAgendaby(Date): Number Por Routing Ortler ContractType: . '�._ RE-RESOLlJM1N ��m ._ c� Total#ofSignaWrePages�(CIipNlLocationsforSignature) Deoar6nent SentToPerson 0 ancial rvi - te ha "e 1 nancial 'ces 700CH-MattSmit6 2 tto CH - . 3 4 ouoeil 5 ' C1erk GOVERNMENT DIRECT ACCESS LICENSE AGREEMENT WITH THE MN SECRETARY OF STATE Planning Commission GB Committee Citil Senice Commission (R). 1. Flas this persoNfim� e�er waked under a corviract for ihis departmeirt? Yes No 2. Has this person/firtn e�er been a city employee? Yes No 3. Does this persoNfirtn possess a skill not nomialry possessed dy arry curtent city employee? Yes No ExpWin all yes answers on separete sheetand attach to green sheet lnitiating Problem, lssues, Opportunity (Who, Wha; When, Where, Why): ,,� �.:. „�,� .. ; > y ° ,. v~=� � � `� ��a � �°� _ � �� �.4 AdvanWges HApproved: QUICK ACCESS TO BUSINESS DATA MARVTAINED BY THE STATE 9°� �"�'�a"' �� y���� ��i` a.� DisadvantagesifApproved: � Disadvantages If NotAPprovetl: LONGER PROCESSING TIME FOR SOME CERTIFiCATION APPLICATIONS TransaMion: Fundinq Source: Financial InformaGon: (ExPlain) CostlRevenue Budgeted: Activily Number. RECENED MAR 0 7 2006 ��oR O�FICE t`.tisu.� R��@afE41-�1►s�---� �a� 0 7 �o� March 3, 2006 1:37 PM Page 1 Accountnumber 42045752 ��� GOVERNMENT DIRECT ACCESS LICENSE AGREEMENT The State of Minnesota, Office of the Secretary of State (OSS) has authority, pursuant to Minnesora Statutes section 13.03, to offer electronic view-only access to computerized records maintained by OSS. T1us license ageement is entered into by and between OSS and The Ciri of Saint Paul (Licenseel , a govemmental agency, for access to these Records. OSS and Licensee agree to the following: A. LICENSE OSS grants to the Licensee a non-exclusive, non-transferable license to electranically access and view certain public records (hereafter referred to as Records) maintained by OSS. These Records include, but aze not limited to, corporate, business, trademazk, and financing statement information. This license allows Licensee to use the Records described, or any portion thereof in the normal course of its business. Nothing in this agreement prohibiu Licensee from charging its customers a fee for information obtained from these Records. This license will continue until canceled by either party. This License is for the sole pwpose of electronic view-only access to public records maintained by OSS. Licensee is not authorized to alter the OSS database and any attempt to alter the database will be grounds for immediate termination of this ageement. The addition, modification or deletion of any information contained in the database and/or the inuoduction of any progam which causes damage or loss will also be grounds for immediate termination of this agreement and subject Licensee to civil and cruninal law suit. In addition, Licensee will be responsible for any damage suffered to the equipmem, software data or customers of OSS as a resuk of the unauthorized access to and/or manipulation of the Records. B. SPECIFICATIONS OSS will provide to Licensee on-line access to all public information maintained by its computer system(s) concerning the Records described above. OSS will provide file information for only those Records which have been entered into its computer system(s) at the time the access is accomplished. Access will be continuously available, however OSS does not guarantee that the Records will be available twenty-four (24) hours a day every day of the year. To the extent possible, advance notice of system maintenance and sofrwaze adjustments will be given by system message. No applicarion progams or computer softwaze of any type are included as part of this ageement. OSS ag�ees to provide Licensee with information reasonably required to allow Licensee to understand the records. As part of this agreement, OSS will provide a manual and training will be offered at sites chosen by OSS. Licensee is solely responsible for obtaining and maintaining all computer hardware and softwaze necessary to gain access to the OSS computer system(s). OSS is not responsible for Licensee's software or hardwaze or any problems caused by a malfunction of either. In addition, OSS is not responsible for any malfunction of or problems caused by the telecommunications used by Licensee to accessthe database. Further, Licensee understands that access is by means of the Intemet and therefore Licensee is not gnaranteed access to the database at a11 times. OSS will make the access available within ten (10) days of the finalization of this agreement. Finalization occurs when all the signatures have been affixed to this agreement. C. LICENSE FEE Licensee agees to pay OSS those fees detailed on the most recent govemment agency fee schedule. This fee schedule is available from the Office of the Secretary of State, Public Information Section. Licensee will be billed for seazches it has conducted and prompt payment is required. D. OWNERSHIP AND USE OF RECORDS �� �a�q Notwithstanding the Minnesota Govemment Data Practices Act, Licensee shall be allowed to use the Records only in the ordinary course of its business. Licensee shall not sub-license the Records without the eacpress written consent of OSS. T7us agreement shall not be assigned by either party without the express written consent of the other party. Licensee agrees that the Records remain the sole property of OSS, which retains all ownership rights including copyright rights over the Records except as provided in this ageement The agreement provides only that Licensee has a license to use the Records in the ordinary course of its business. E. DISCLAIMER OF WARRANTY The Records provided by OSS pursuant to this aa eement aze provided "as is." OSS makes no warranties either express or implied, including the implied warranties of inerchantabiliry and fimess for a particulaz purpose, other than those specifically provided for in tlus agreement with respect to the data and related documentation. OSS wan•auts that the data it enters shall have been entered with reasonable caze but makes no representations regazding the accuracy of information provided to it by the public. OSS makes no representation whatsoever regazding data entered by any other party nor is it responsible for Licensee's manipulation of information obtained from these Records. OSS warrauts that it has taken reasonable caze to insure that there aze no progazns intentionally inserted to cause damage or loss to Licensee. OSS is not responsible for any loss suffered by Licensee or its customers should such a progam be introduced into OSS's computer(s). OSS is not responsible for any loss suffered by Licensee or its customers when the Records aze not available, the equipment is disabled or the Records aze not accurate. Licensee understands that OSS, its agents and empioyees aze immune from liability for any and all claims or causes of action azising from the performance of the license agreement. This clause shall not be conshvcted to baz any legal remedies Licensee may have for OSS's failure to fulfill its obligations pursuant to this license agreement. Licensee agrees not to make any representations to its customers that the Records aze the "Official" Records of OSS. Licensee may state that the Records were obtalned from the computerized files of OSS. OSS wan•auts that the Records provided to Licensee aze not confidential or otherwise restricted information. F. TERMINATION This ageement may be terminated by either party by providing written notice to the other, sent by any means which documents delivery, prior to the desired date of termination. Ternvnation shall occur on the date stated in the notice. G. GENERAL PROVISION Each party acknowledges that it has read this ageement and agrees to be bound by it and that this agreement is the complete and exclusive statement of the agreement between the parties and supersedes all prior proposals, understandings and all other agreements, both oral and written, between the parties. This a�eement may not be altered or modified except by written agreement properly executed. Dates by which OSS is required to make performance under this license agreement shal] be postponed automatically to the extent that OSS is prevented from meeting them by causes beyond its reasonable control. This agreement shall be governed by and subject to the ]aws of the State of Minnesota. If any provision of this agreement is found to be invalid under applicable law, it shall be deemed omitted without any effect on the remaining provisions. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder. H. NOTICES V V( �� l� Any norices given under this agreement must be in writing and are sufficient if sent by any means, which documents delivery, to the parties of the fo]lowing addresses or any other address desi�ed by either party in writing. Licensee: Cirv of Saint Paul 15 West Kellogg Boulevazd Rm 280 Citv Ha1UCourt House Saint PauL MN 55102 Name of Contact Person: Steohanie L. Selb Address: 15 West Kelloee Boulevazd, Rm 280 Citv HalUCourt House Saint Paul, MN 55102 Office of the Secretary of State OSS: 180 State Office Building 100 Constitution Avenue St. Paul, MN 55155-1299 Approved as to form: � Title Assistant Citv Attomev Licensee � Signature Signature Title Director Office of Financial Services Date: The Licensee certifies that the appropriate person(s) have executed the agreement as required by applicable ar[icles, bylaws, resolutions or ordinances. Office of the Secretary of State By: Signature Title Approved as to form and execution by: Office of the Attomey General of Minnesota B _ Tide Deparhnent of Administration � Title Signature Signature K7