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94-1097 Council File # 6 iJ 1Og7 0 R � r V (N A � Green Sheet # 0 2 t/g V3 RESOLUTION _., AOF SAINT PAUL, MINNESOTA 3 Presented By Referred To: Committee: Date Be it resolved that the Saint Paul Police DEpartment enter into a license agreement with the State of Minnesota, Office of the Secretary of State for Direct Computer Access, to be conducted for an indefinite period. William K. Finney, Chief of Police, Is hereby authorized to sign and execute such agreements as are necessary to implement the project on behalf of the Licensee. 1 Yeas Nays Absent Requested by Department of: Blakey V Grimm t/ • - - Guerin t/ �, Harris t/ Megard ✓ By: r ', - Rettman ✓ ✓ Thune �O — — 77 — — Approval Reco ended by Budge ' irector: Adopted by Council: Date it v. u 4 5 � (ccl By: Adoption Certified by Council Secretary: Form • • •v ; ' y ; i j �1 ; f or y: V BY _— - By: / ,I� 30 r Approved by May• Date � ` ��' App • • Mayor f , " Sub , '� to By: ° u.. 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SE AGR < '- 1 0 7 The State of Minnesota, 0 fice of the Secretary of State (OSS) has authority, pursuant to Minneso a Statute Section 13.03, to offer electric view -only access to computerized record mai tained by OSS. �. T icense agreement is ente ed into on this day o t , 19.94 by an. between OSS and (Li ensee), a governmental agency, for access to hese Records. : OSS and Licensee agree to the followings LICENSE OSS grants to the License- a non - exclusive, non - transferable license to electronically acce -s and vtow certain public records (hereafter referred to as Rec•.ds) maintained by OSS. These Records include, but are not limited t., corporate, business, trademark, and financing statement informati• . This-license allows Licensee to use the Records described, or any ,•ortion theteof in the normal course of its business. Nothing in this agreeme t ohibits Licensee from charging its customers a fee :•r info obtained from these Records. This license will c. ,,e until; ncelled by either party. This License is; for the -.le purpose o ectronic view -only access to public records m4ntained • OSS. Licensee .s not authorized to alter the OSS databa a and at atte t to alter the database wil.be grounds for immediate termin•ion othis agreemt. The add.on, modification or deletion of : information conta tied in the database and /or the introduction of an .rogram which caused damage •t loss will also be grounds for imt ediate b �� °ination of this agreemest and subject Licensee to civil end cAnina '''& suit. In addition, Licensee will be responsi. 1e r any damage ,i . fe'" ` A to the equipment, seftware or data of OSS ae a suit the un- tho ed access to and /O manipulation of the Records. `; 'P IFICATIONS OSS will provide to Lice■se4 on -line acgtlss to all public information maintained by' its cd `nputer syst i (s) concerning the Records described above. OSS will • • +ide file inrmation for only those Records whit ; have been enter :d into its eibmputer system(s) at the time the access is accomplished. ° Access will be cont' uou ly avai ble, however OSS does not guarantee that the Rec s wi 1 be a„ ilable twenty -four (24) hours a day every day of t` ear. T. the `tent possible, advance notice of system maintenance and softwa e a ork stments will be given by system message. No application programs computer software of any type are included as part of this agr. m ent. OSS agrees to provide Li ensee with information reasonably required to allow Licensee to understaid the records. As part of this agreement, OSS will provide a manual onc- the license agreement is finalized and the necessary equipment is re :dy for use. Training will be offered at sites chosen by OSS. • 4N - 1017 • Licensee is solely responsible for obtaining and maintaining all *computer hardware and software necessary to gain access to the OSS computer system(s). Licensee agrees to provide OSS with a written - technical description of the hardware and software and to notify OSS of any change in either. OSS is not responsible for Licensee's software or hardware 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 access the database. Further, Licensee understands that access is by means of a shared telephone line and therefore Licensee is not guaranteed access to the database at all 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 tD this agreement. LICENSE FEE Licensee agrees to pay OSS those fees detailed on the most recent government agency fee schedule. This fee schedule is available from the Office of the Secretary of State. OWNERSBIP AND USE OF RECORDS Notwithstanding the Minnesota Government 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 express written consent of OSS. This 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 this agreement. The agreement provides only that Licensee has a license to use the Records in the ordinary course of its business. • DISCLAIMER OF WARRANTY AND INDEMNIFICATION The Records provided by CSS pursuant to this agreement are provided "as is." OSS makes no warranties either express or implied, including the implied warranties of merchantability and fitness for a particular purpose, other than those specifically provided for in this agreement with respect to the data and related documentation. OSS warrants that the data it enters shall have been entered with reasonable care but makes no representations regarding the accuracy of information provided to it by the public. OSS makes no representation whatsoever regarding data entered by any other party nor is it responsible for Licensee's manipulation of information obtained from these Records. OSS warrants that it has taken reasonable care to insure that there are no programs 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 program be introduced into OSS's computer(s). 2 X1 log 7 OSS is not responsible for any loss suffered by License or its customers when the Records are not available, the equipment is disabled or the Records are not accurate. Licensee understands that OSS, its agents and employees are immune from liability for any and all claims or causes of action arising from the performance of the license agreement. 1 This clause shall not be constructed to bar 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 are the "Official" Records of OSS. Licensee may state that the Records were obtained from the computerized files of OSS. OSS warrants that the Records provided to Licensee are not confidential or otherwise restricted information. TERMINATION This agreement may be terminated by either party by providing written notice to the other, sent by certified mail, prior to the desired date of termination. Termination shall occur on the date stated in the notice. GENERAL PROVISION Each party acknowledges that it has read this agreement 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 agreement 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 shall 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 laws 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 of 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. The books, records, documents, and accounting procedures and practices of Licensee which are relevant to this agreement may be subject to examination by the State and /or Legislative Auditor during normal business hours. In addition, this agreement and all transaction and financial records which rasult from its operation may be open for public inspection. 3 •� _ q NOTICES Any notices given under this agreement must be in writing and are sufficient if sent by certified mail, return receipt requested, to the parties of the following addresses or any other address designed by either party in writing. Licensee: WilliamK. Finney, Chief of Police Saint Paul Police Department Saint Emil, Minneosta 55101 Commancer Ted Brown Nine of Contact Person Ogg: State of Minnesota Office of the Secretary of State 180 State Office Buildng St. Paul, MN 55155 -1299 Attention: Staff Attorney Approved As To Form: Asst. City Attorney D'r_ctor, Finance and Management Licensee • e ices �- Signature: Name: William R. Finney S g Title • Chief of Police Date • 6/23/94 oss . 4 Name: 'Signature: Title: Date: Approved as to form and execution by: Staff Attorney Office of the Secretary of State of Minnesota By: Katherine A. Engler Signature Title: Staff Attorney Date: 4