HomeMy WebLinkAboutResolutions - 2010.09.01 - 10314FINANCE COMMITTEE
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September 1, 2010
MISCELLANEOUS RESOLUTION #10207
BY: Finance Committee, Tom Middleton, Chairperson
RE: INFORMATION TECHNOLOGY - INTERGOVERNMENTAL AGREEMENT TO TRANSFER GIS
AND RELATED DATA TO SOUTHEAST MICHIGAN COUNCIL OF GOVERNMENTS (SEMCOG)
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS SEMCOG has requested certain geographic information systems (GIS) and related
land data for use in its projects to be conducted within the County borders; and
WHEREAS the transmission of this data should be provided pursuant to an intergovernmental
agreement regarding the use of this data by SEMCOG; and
WHEREAS an Intergovernmental Agreement between the County of Oakland and SEMCOG has
been drafted (as attached) by the County's Corporation Counsel for a term of three (3) years from the
date the signed and executed Agreement is filed with the Oakland County Clerk's Office and the Michigan
Secretary of State Office as required per MCL 124 510 (4), and is allowed one additional three-year term
extension; and
WHEREAS State statutes (MCL 45.556-p) state that the Board of Commissioners has the power
to "Enter into agreements with other governmental or quasi-governmental entities for the performance of
services jointly"; and
WHEREAS the transmission of the data is a benefit to the County's residents.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the attached
intergovernmental agreement and authorize the transfer of the information cited therein, upon the review
and acceptance of the finalized Agreement by Corporation Counsel.
BE IT FURTHER RESOLVED that the Board Chairperson is authorized to execute the
Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and
conditions of this Agreement.
Chairperson, on behalf of the Finance Committee I move the adoption of the foregoing resolution.
Finance Committee Vote:
Motion carried unanimously on a roll call vote
Intergovernmental Agreement
Between
The County of Oakland and
Southeast Michigan Council of Governments
This Intergovernmental Agreement (Agreement) is made between the County of Oakland, a
Constitutional and Municipal Corporation, 1200 N. Telegraph Road, Pontiac, Michigan, 48341
(the County) and the Southeast Michigan Council of Governments (SEMCOG), with offices at
535 Griswold, Suite 300, Detroit, Michigan, 48226. In this Agreement, the County and
SEMCOG may be referred to individually as "Party" or jointly as "Parties."
In consideration of the mutual promises, obligations, representations and assurances in this
Contract, the Parties agree as follows:
1. Purpose of A2reement
Pursuant to the Enhanced Access to Public Records Act, 1996 PA 462, MCL
15.441 et seq., and the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501
et seq., the County and the SEMCOG enter into this Agreement for the purpose of
making data owned and maintained by the County on or in relation to its
Geographic Information System (GIS) available to SEMCOG without fee or cost
for the purposes and uses described in this Agreement.
2. Definitions
2.1. "Oakland County" and "SEMCOG" shall be defined to include any and all
departments, divisions, commissioners, elected and appointed officials, directors,
board members, council members, authorities, officers, committees, employees,
agents, subcontractors, volunteers and/or any such persons' successors.
2.2. "Geographic Information System Data" or "GIS Data" means any output from
the County's computerized database developed, pursuant to MCL 15.441 ei seq.,
for the purpose of making public records immediately available for public
inspection or their purchase or copying by digital means and based on ESRI
Software and/or Custom Software licensed to the County pursuant to a Contract
between the County and ESRI, and subject to the terms and conditions in that
Contract.
2.3. "Access Oakland Product" means any specially packaged public record,
information or product developed, pursuant to MCL 15.441 et seq., for the
purpose of making public records immediately available for public inspection or
their purchase or copying by digital means, and available via the County's
website.
County of Oakland and SEMCOG
Intergovernmental Agreement Final
8.11.10
2010-0584
1.1.
2.4. "Claim" means any and all losses, complaints, demands for relief, damages,
lawsuits, causes of action, proceedings, judgments, deficiencies, penalties, costs
and expenses, including, but not limited to, reimbursement for reasonable attorney
fees, witness fees, court costs, investigation, litigation expenses, amounts paid in
settlement, and/or any other amount for which either Party becomes legally and/or
contractually obligated to pay, whether direct, indirect, or consequential, whether
based upon any alleged violation of the constitution (federal or state), any statute,
rule, regulation, or the common law, whether in law or equity, tort, contract, or
otherwise, and/or whether commenced or threatened.
3. Terms
3.1. The County agrees to provide SEMCOG, without fee or cost, with data available
as GIS Data and/or Access Oakland Products, in retrievable form, for the purpose
of improving the accuracy of SEMCOG's Urban Sim Project, which is used for
regional development forecasting and for use in other programs that benefit
Southeast Michigan.
3.2. Except where this Agreement and its Amendments, if any, provide terms and
conditions which are contrary to those set forth in the Access Oakland User
Agreement, this Agreement fully incorporates, by reference, the Access Oakland
User Agreement, as may be updated from time to time at the discretion of the
County.
3.3. All requests for GIS data and/or requests for access to Access Oakland Products
specified in Paragraph 3.1 shall be made on behalf of SEMCOG by the Agency
Representative, who shall be identified with specificity to the Oakland County
One Stop Shop and Access Oakland staff
3.4. Requests for GIS data shall be submitted to the One Stop Shop, Oakland County
Michigan and requests for access to Access Oakland Products shall be submitted
to the Access Oakland website.
3.5. Either Party may designate a successor individual to make or receive such
requests by providing prior written notice to the other Party.
3.6. SEMCOG agrees that it will use any and all GIS Data and Access Oakland
Products provided by the County solely in the performance of its authorized and
permitted duties.
3.7. SEMCOG shall require any and all of its consultants, contractors and/or
subcontractors who require access to the GIS Data and Access Oakland Products
described in this Agreement to execute a written agreement by which SEMCOG's
consultants, contractors and/or subcontractors agree:
County of Oakland and SEMCOG
Intergovernmental Agreement Final
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3.7.1 To be bound by the terms and conditions of this Agreement;
3.7.2 To refrain from using the GIS Data and Access Oakland Products for any
purpose except those authorized by SEMCOG in relation to the
performance of its official duties; and,
3.7.3 To return to SEMCOG all copies of GIS Data and Access Oakland
Products, regardless of their form or method of storage, upon the
completion or termination of its consulting, contracting or subcontracting
relationship with SEMCOG and/or the completion of its assigned tasks or
duties and/or termination of this Agreement.
3.8. SEMCOG shall comply in all regards with the provisions of MCI, 15.443(1)(d).
Except as provided in Section 3.7 above, SEMCOG agrees that since it is without
a mechanism to collect fees from Third Parties pursuant to MCL 15.443(1)(d),
SEMCOG shall refrain from providing GIS Data and Access Oakland Products to
Third Parties. SEMCOG shall refer all requests to purchase or otherwise acquire
GIS Data or Access Oakland Products to Oakland County.
3.9. Duration. This Intergovernmental Agreement and any Amendments shall be for
a term of three (3) years from the date the signed and executed Agreement is filed
with the Clerk of the County of Oakland and the Michigan Secretary of State
Office of the Great Seal, as required by MCL 124.510 (4). This Agreement may
be automatically extended for one additional three year term. If either Party does
not wish to extend the Agreement, the Party must notify the other Party in writing
at least sixty days before the Agreement's expiration date.
3.10. Termination. Either Party may terminate this Agreement on seven (7) days
written notice for any reason including failure by SEMCOG to provide adequate
security to protect the GIS Data and Access Oakland Products from free and/or
unauthorized access or use by any Third-Party or other failure to comply with
MCL 15.441 et seq.
3.11. Upon termination or expiration of this Agreement, SEMCOG shall remove and
delete all GIS Data from any and all electronic devices, computers, computer hard
drives, databases, and electronic storage devices within seven (7) calendar days of
termination and, on request from the County, certify in writing that the GIS data
has been completely removed.
3.12. Upon termination or expiration of this Agreement, Oakland County will remove
any Access Oakland product usemame and password assigned to SEMCOG.
3.13. Provisions regarding the return of GIS Data and Access Oakland products shall
survive termination and/or expiration of this Agreement and apply to copies of
GIS Data and Access Oakland Products located or identified as in the possession
of SEMCOG and/or its consultants, contractors or subcontractors after the date of
County of Oakland and SEMCOG
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termination and/or expiration.
3.14. No Employee-Employer Relationship. Nothing in this Agreement shall be
construed as creating an employer-employee relationship between the County
(including any of its employees) and SEMCOG (including any of its employees.)
3.15. No Indemnification. Each Party shall be responsible for the acts and/or
omissions of its agents and/or employees.
3.16. Each Party shall be responsible for any Claim made against that Party and for the
acts of its Employees or Agents.
3.17. In any Claim that may arise from the performance of this Agreement, each Party
shall seek its own legal representation and bear the costs associated with such
representation, including attorney fees.
3.18. Except as otherwise provided in this Agreement, neither Party shall have any right
under this Agreement or under any other legal principle to be indemnified by the
other Party or any of its agents or employees in connection with any Claim.
3.19. No Third Party Beneficiaries. Except as provided for the benefit of the Parties,
this Agreement does not and is not intended to create any obligation, duty,
promise, contractual right or benefit, right to indemnification, right to subrogation
and/or any other right in favor of any other person or entity.
3.20. Reservation of Rights. This Agreement does not, and is not intended to impair,
divest, delegate, or contravene any constitutional, statutory, and/or other legal
right, privilege, power, or immunity of the Parties. Nothing in this Agreement
shall be construed as a waiver of governmental immunity for either Party.
3.21. Unless this Agreement expressly states otherwise, it does not, and is not intended
to, transfer, delegate, or assign to the other Party any civil or legal responsibility,
duty, obligation, duty of care, cost, legal obligation or liability associated with any
governmental function delegated and/or entrusted to either Party under any
existing law or regulation.
3.22. Agreement Modifications or Amendments. Any modifications, amendments,
recessions, waivers, or releases to this Agreement must be in writing and agreed
to by both Parties.
3.23. Entire Agreement. This Agreement, together with the applicable provisions of
the Access Oakland User Agreement that are not otherwise addressed in this
Agreement, represents the entire Agreement between the Parties and supercedes
all other Agreements between the Parties governing the matters described here.
The language of this Agreement and the Access Oakland User Agreement shall be
County of Oakland and SEMCOG
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_
Print Name:
construed as a whole according to their fair meaning, and not construed strictly
for or against any Party.
3.24. The Parties have taken all actions and secured all approvals necessary to authorize
and complete this Agreement. The persons signing this Agreement on behalf of
each Party have legal authority to sign this Agreement and bind the Parties to the
terms and conditions contained here.
For Southeast Michigan Council of Governments:
Date:
Print Title: Lteerve.. gefree44.---
For Oakland County:
Date: c't laS I V)
Bill Bullard, Jr., Chairperson
Oakland County Board of Commissioners
County of Oakland and SEMCOG
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5
SID
Resolution #10207 September 1, 2010
Moved by Nash supported by Gosselin the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted.
AYES: Burns, Coulter, Douglas, Gershenson, Gingell, Gosselin, Greimel, Hatchett, Jackson,
Jacobsen, Long, McGillivray, Middleton, Nash, Potts, Runestad, Schwartz, Scott, Taub,
Woodward, Zack, Bullard. (22)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted.
jp•••n•
I HEREBY Ong-WORMING RESOLUTION
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true
and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on
September 1, 2010, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the County of Oakland at
Pontiac, Michigan this 1st day of September, 2010.
Ruth Johnson, County Clerk