Res 1042 - UMTA Grnt Fund 90/91
COUNCIL BILL NO. 1282
RESOLUTION NO. 1042
A RESOLUTION AUTHORIZING AN INCREASE IN TRANSIT FUND APPROPRIATIONS DERIVED
FROM CAPITAL ASSISTANCE GRANT FUNDS UNDER SECTION 18 OF THE URBAN MASS
TRANSPORTATION ACT OF 1964 (UMTA) DURING FISCAL YEAR 1990-91.
WHEREAS, Oregon Revised Statutes 294.326 allows for the expenditure of grant funds
for specific purposes received during the current fiscal year, and
WHEREAS, the City has entered into an agreement (Resolution NO.1 030) with the State
of Oregon, Department of Transportation, for the receipt of a capital assistance grant to assist in the
purchase of a modified paratransit van for the Dial-a-Ride program, now, therefore,
THE CllY OF WOODBURN RESOLVES AS FOLLOWS:
follows:
Section 1. That appropriations be established and increased for fiscal year 1990-91 as
TRANSIT FUND REVENUES: (Dial-a-Ride Program)
State Grant - Capital
(1 0-120-45034)
$ 27,900
TRANSIT FUND EXPENDITURES: (Dial-a-Ride Program)
Capital Outlay - Purchase/Lease Bus
(10-120-71155)
$ 27,900
Section 2. That the amount outlined in Section 1 is hereby authorized to be appropriated
for its specific purpose.
Approved as to Form7l.'Y\r ~ ..:s - 5 - c:; (
City Attorney Date
APPROVED 0! L~ ~
Passed by the Council
Submitted to the Mayor
Approved by the Mayor
Filed in the office of the Recorder
ATTEST fll~--r~cd
Mary Te ant, Deputy Recorder
City of Woodburn, Oregon
Page 1 - COUNCIL BILL NO. 1282
RESOLUTION NO. 1042
March II, 1991
March 12. 1991
March 12, 1991
March 12, 1991
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COUNCIL BILL NO. 1280
RESOLUTION NO. 1041
A RESOLUTION ENTERING INTO A CO-INVENTOR AGREEMENT WITH DEAN
MORRISON AND FRANK TIWARI AND AUTHORIZING THE MAYOR AND DEPUTY
CITY RECORDER TO SIGN SAID AGREEMENT.
WHEREAS, the City Council conducted a workshop on February 4, 1991
addressing the development of a transpirator, an apparatus for waste water purification,
and
WHEREAS, the Council finds that said transpirator was developed by
Dean Morrison and Frank Tiwari as a private project with their own funds and resources,
and
WHEREAS, a prototype of said transpirator was tested at the City's
wastewater treatment facility, and
WHEREAS, the Council further finds that Dean Morrison and Frank Tiwari
invented the transpirator, have borne the expenses of developing the prototype of the
invention, have borne the legal costs for conducting a patentable novelty search for the
invention and are bearing the cost of patenting the invention and all related legal
expenses, NOW, THEREFORE,
THE CITY OF WOODBURN RESOLVES AS FOLLOWS:
Section 1. That the City of Woodburn enter into an agreement with Dean
Morrison and Frank Tiwari regarding the patent application and license to use said
transpirator. Said agreement is attached hereto, and by this reference, incorporated
herein.
Section 2. That the Mayor and Deputy City Recorder be authorized to sign
said agreement on behalf of the City.
Approved as to form:
City Attorney Date
APPROVED: 11~uJ~
FRED W. KYS MAYOR
Page 1 -
COUNCIL BILL NO. 1280
RESOLUTION NO. 1041
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Passed by the Council
February 25, 1991
Submitted to the Mayor
February 26, 1991
Approved by the Mayor
February 26, 1991
Filed in the Office of the Recorder
ATTEST: ~J~
Mary Tenna ,Deputy Recorder
City of Woodburn, Oregon
February 26, 1991
Page 2 -
COUNCIL BILL NO. 1280
RESOLUTION NO. 1041
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AGREEMENT
This Agreement is made and entered into as of February 26 , 1991 by
and among DEAN MORRISON ("Morrison") and FRANK TIWARI ("TIwari") (collectively the
"Co-Inventors"), and the CllY OF WOODBURN, OREGON ('Woodburn'l
RECITALS
A. The Co-Inventors have together, and with varying degrees otcontributions,
conceived and reduced to practice a method and apparatus for a waste water purification
system (the "Invention").
B. The Co-Inventors are employed by Woodburn, and the prototype of the
Invention was tested during the course of their employment by Woodburn.
C. The Co-Inventors had the primary role in conceiving of and reducing to
practice the Invention, have borne the expenses of developing the prototype of the
Invention, have borne the legal costs for conducting a patentable novelty search for the
Invention and are bearing the cost of patenting the Invention and related legal expenses,
as set forth below.
D. To formalize the respective rights of the Co-Inventors and Woodburn and
to recognize their unequal contributions to the development of the Invention and the cost
of patenting the Invention, and in order to avoid any dispute over their respective rights
and responsibilities relating to the development of the Invention to the patent application
process, and to any patent that might issue, the Co-Inventors and Woodburn wish to
enter into this Agreement.
THEREFORE, in consideration of the covenants, terms and conditions set forth
herein, the undersigned agree:
The above recitals are contractual and not merely recitals, and are incorporated
by this reference.
1. Ownershio Interest.
1.1 Resoective Interests. The Co-Inventors and Woodburn acknowledge
and agree that the ownership rights of the parties in and to the Invention are as follows:
Morrison
Tiwari
Woodburn
55%
35%
10%
Page 1 - AGREEMENT
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2. License Riahts.
2.1 Ucense to Woodburn. Woodburn has the right to use the Invention
on a royalty free, nonexclusive basis for the duration of any patent which may issue on
the Invention.
2.2 Ucense to Emolover. Each Co-Inventor shall have the personal
right, nontransferable either by inheritance or conveyance, to enter into agreements to
license the Invention to the entity by whom such party is employed on a full-time basis
("Ucense to Employer"), provided that no party may enter into any such agreement at any
time within twelve (12) months of that party having entered into a prior such agreement.
Such licenses shall:
2.2.1 Be to use the Invention on a royalty-free, nonexclusive basis.
2.2.2 Be nontransferable by the licensee.
Co-Inventors.
2.2.3 Contain reasonable protections of the proprietary rights of the
2.2.4 Be for such duration as shall be determined between the
licensor and the licensee, subject to the approval of the other Co-Inventors.
2.2.5 Contain a right of immediate termination by any Co-Inventor
If the Co-Inventor reasonably determines that such license violates the terms of this
Section 2.2.
The Co-Inventors shall each have the right to grant such licenses to their
employers and are hereby given express authority on behalf of all Co-Inventors and
Woodburn to grant such licenses, as set forth above.
2.3 Riahts of Co-Inventors to Grant Ucenses to Others. In addition to
the Ucense to Employer set forth in Section 2.2, the Co-Inventors may jointly grant
nonexclusive licenses to use the Invention to parties other than their employers and on
such terms and conditions as the Co-Inventors shall from time to time agree upon in their
joint discretion, including the right to grant licenses for nominal consideration. The Co-
Inventors shall have the right to grant such licenses and are hereby given express
authority on behalf of Woodburn to grant such licenses. Royalties on any such licenses
shall be negotiated by the Co-Inventors and shall be divided among the Co-Inventors and
Woodburn in accordance with their respective ownership interests as set forth in Section
1.
Page 2 - AGREEMENT
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2.4 Infrinaement. The Co-Inventors shall have the full responsibility to
protect any patent issuing on the Invention from infringement by others and agree to
prosecute infringers whenever, in their opinion, it appears reasonably necessary to do so.
3. Patent Application. The Co-Inventors shall have the responsibility at their
costs and expense, including attorney fees, for pursuing and maintaining patent
protection on the Invention and shall have control over the prosecution of the patent
application, and Woodburn hereby agrees to sign such papers and render such
assistance as necessary to obtain patents on the invention.
.
4. No Other Authoritv Granted. No party to this Agreement is given any
authority to license or to take any other action with respect to the Invention except as is
set forth herein.
5. Indemnification. If any party to this Agreement improperly or unlawfully
licenses, uses or misuses the Invention, that party shall indemnify defend and hold
harmless the other parties to this Agreement from any suit, action, claim, cost,
unauthorized, unlawful or improper licensing, use or misuse of the Invention by that party.
6. Attornev Fees. In the event of any dispute between the parties to this
Agreement, the prevailing party or parties shall be entitled, whether or not any action or
arbitration is instituted, to recover from the nonprevailing party or parties reasonable
costs, disbursements and attorneys fees, including without limitation at trial, on appeal,
on denial of any petition for review, and in connection with enforcement of any judgment.
7. Assianment. The Co-Inventors may jointly assign some or all of their
interests hereunder to other parties having interests in the Invention, and such other
parties may have such rights with respect to the Invention as shall be granted by the Co-
Inventors. Except as set forth herein, no Co-Inventor nor Woodburn shall transfer, sell
or assign (whether by way of assignment, sublicense or operation of law) any right,
obligation or interest under this Agreement without first obtaining the written consent of
all other parties hereto.
8. Final Aareement: Modification: Savinas Clause. This Agreement is the final
and entire agreement of the parties with respect to the subject matter and supersedes
all prior of contemporaneous oral or written communications or agreements between the
parties. It shall not be modified in any way except in writing signed by the parties. If any
provision of this Agreement shall become less than fully operative, the remaining portion
thereof and all other provisions of this Agreement shall, nevertheless, remain in full force
and effect.
9. Leaal Counsel. This Agreement has been prepared by Weiss, Jensen, Ellis
& Botteri, P.C., in its capacity as legal counsel to Dean Morrison. All other parties hereby
acknowledge that they have not been represented by Weiss, Jensen, Ellis & Botteri, P.C.
Page 3 - AGREEMENT
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in this transaction, and that they have been advised to seek their own counsel in
connection with this Agreement.
IN WITNESS WHEREOF, parties hereto have executed, or caused to be executed
by their duly authorized representative, this Agreement as of the date first hereinabove
written.
~0o,," 2:;2~
Dean Morrison
Fra~~1
By:
Title: Mayor
By: /!I~ ~
Title: Deputy City Recorder
Legel/WWT.AGM
Page 4 - AGREEMENT
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