HomeMy WebLinkAboutResolutions - 2013.08.14 - 20946MISCELLANEOUS RESOLUTION #13213 BY: Finance Committee, Tom Middleton, Chairperson
RE: INFORMATION TECHNOLOGY - INTERGOVERNMENTAL AGREEMENT TO TRANSFER GIS
AND RELATED DATA TO THE SOUTHEAST MICHIGAN COUNCIL OF GOVERNMENTS (SEMCOG)
August 14, 2013
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 agreement has been drafted (as attached) by the County's Corporation Counsel;
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 would benefit the County's residents.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves the attached
intergovernmental agreement and authorizes the transfer of the information cited therein.
BE IT FURTHER RESOLVED that the Board Chairperson is authorized to execute the
Agreement on behalf of the County of Oakland, and hereby accepts and binds the County of Oakland to
the terms and conditions of this Agreement.
BE IT FURTHER RESOLVED that no budget amendment is required at this time.
Chairperson, on behalf of the Finance Committee I move the adoption of the foregoing resolution.
FINANCE C(9.0M1TTEE
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), whose address
is 1001 Woodward Ave., Ste. 1400, Detroit, MI 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
Agreement, the Parties agree as follows:
Purpose of Agreement
1.1. 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 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 "SEIVICOG" 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 et seq., for the
purpose of making public records immediately available for public inspection or their
purchase or copying by digital means.
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.
2.4. "Claim" means any and all losses, complaints, demands for relief, damages, lawsuits,
causes of action, proceedings, judgments, deficiencies, penalties, costs and expenses,
County of Oakland and SEMCOG
Intergovernmental Agreement
August 8,2013
including 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 whether commenced or threatened.
2.5. "Consultants, Contractors or Subcontractors" mean non-SEMCOG entities under
contract to SEMCOG who use GIS Data in or for performance of services pursuant to
their contract with SEMCOG.
2.6. "Third Party" means a person who requests GIS Data from SEMCOG and is not a
SEMCOG entity or a Consultant, Contractor or Subcontractor performing services for
SEMCOG.
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. Ownership and Proprietary Rights. All of the Access Oakland Products and GIS
Data, including but not limited to text, data, photographs, maps, images, graphics,
audio and video clips, trademarks, logos and service marks (collectively the Content)
are owned by the County or licensed to the County by Third Parties who own the
Content. The Content is protected by copyright, trademark and other intellectual
property law. SEMCOG will cooperate promptly with any reasonable request by the
County in any investigation of possible infringement of any applicable copyright or
other proprietary right related to SEMCOG's use of Access Oakland Products or GIS
Data.
3.3. While the County uses reasonable efforts to provide accurate and up to date
information, much of the information provided is gathered by Third Parties and has
not been independently verified by the County. SEMCOG agrees that all use of the
GIS Data and Access Oakland Products is at SEMCOG's risk. The County will not
be liable for any errors or omissions in the G -IS Data, Access Oakland Products, or the
County's services in making the GIS Data and Access Oakland Products available to
SEMCOG.
3.4. GIS Data and Access Oakland Products are provided "as is". The County
expressly disclaims any and all warranties, express or implied, including, but not
limited to, any warranties of accuracy, reliability, title, merchantability, non-
infringement, fitness for a particular purpose, or any other warranty, condition,
guarantee or representation, whether oral, in writing, or in electronic form including,
County of Oakland and SEMCOG 2
Intergovernmental Agreement
August 8,2013
but not limited to, the accuracy or completeness of any information contained in or
provided by the GIS Data and Access Oakland Products. The County does not
represent or warrant that access to GIS Data or Access Oakland Products will be
uninterrupted or that there will be no failures, errors, omissions, or loss of transmitted
information.
3.5. All requests for GIS data and Access Oakland Products for the uses specified in
Paragraph 3.1 shall be made on behalf of SEMCOG by the SEMCOG representative
who shall be identified with specificity.
3.6. Requests for GIS Data will be submitted to the One Stop Shop, Oakland County,
Michigan and requests for Access Oakland Products will be submitted to the Access
Oakland website. Either Party to this agreement may designate another individual to
make or receive such requests by providing prior written notice.
3.7. SEMCOG will only use GIS Data and Access Oakland Products provided by the
County under this Agreement in the performance of SEMCOG's authorized and
permitted duties.
3.8. SEMCOG will require any and all of its Consultants, Contractors or Subcontractors
who, on behalf of SEMCOG, require access to GIS Data and Access Oakland Products
described in this Agreement to execute a written agreement by which SEMCOG's
Consultants, contractors or subcontractors agree:
3.8.1 To be bound by the terms and conditions of this Agreement;
3.8.2 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,
3.8.3 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.
3.9. SEMCOG shall comply in all regards with the provisions of MCL 15.443(1)(d).
Except as provided in section 3.8 above, SEMCOG agrees that it shall refrain from
providing GIS Data and Access Oakland Products to Third Parties as defined in MCL
15.442(i). SEMCOG shall refer all other requests, not related to this Agreement, to
purchase or otherwise acquire G -IS Data or Access Oakland Products to Oakland
County.
3.10. Duration. This Intergovernmental Agreement and any subsequent 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 Secretary of State for the State
of Michigan, as required by MCL 124.510. (4).
County of Oakland and SEMCOG
Intergovernmental Agreement
August 8,2013
3.11. 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 as defined in MCL 15.442(i) or other failure to
comply with MCI, 15.441 et seq.
3.11.1 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.
3.11.2 Upon termination or expiration of this Agreement, Oakland County will
remove any Access Oakland product username and password assigned to
SEMCOG.
3.11.3 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 termination and/or expiration.
3.11.4 Nothing in this Agreement shall be interpreted to require that SEMCOG delete
or destroy data created by the SEMCOG and incorporated into GIS Data, or
to delete records created by the SEMCOO in the course of its governmental or
statutory duties which contain data obtained from GIS Data or Access Oakland
products.
3.12. Independent Contractor Relationship. Nothing in this Agreement creates an
employer-employee relationship between the County (including any of its employees)
and SEMCOG (including any of its employees.)
3.13. No Indemnification. Each Party will be responsible for any Claim made against it
and for the acts or omissions of its agents and employees. Neither Party has any rights
under this Agreement to be indemnified by the other Party or any of its agents or
employees in connection with any Claim.
3.14. 111 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.
3.15. In no event shall the County be liable for any special, indirect, or consequential
damages or any damages whatsoever resulting from loss of use, data or profits arising
out of or in connections with the use or performance of GIS Data or Access Oakland
Products provided to SEMCOG under this Agreement.
County of Oakland and SEMCOG 4
Intergovernmental Agreement
August 8,2013
3.16. 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 or any other
right in favor of any other person or entity.
3.17. Reservation of Rights. This Agreement does not, and is not intended to impair,
divest, delegate, or contravene any constitutional, statutory, or other legal right,
privilege, power, or immunity of the Parties. Nothing in this Agreement is a waiver of
governmental immunity by either Party.
3.18. 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 or entrusted to either Party under any existing law or
regulation.
3.19. Agreement Modifications or Amendments. Any modifications, amendments,
recessions, waivers, or releases to this Agreement must be in writing and agreed to by
both Parties.
3.20. Entire Agreement. This Agreement represents the entire Agreement between the
Parties and supersedes all other Agreements between the Parties governing the matters
described. The language of this Agreement will be construed as a whole according to
its fair meaning, and not construed strictly for or against any Party.
3.21. 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.
For SEMCOG
Paul E. Tait, Executive Director
For Oakland County:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
Date:
Date:
County of Oakland and SEMCOG 5
Intergovernmental Agreement
August 8, 2013
Resolution #13213 August 14, 2013
Moved by Dwyer supported by Zack the resolutions (with fiscal notes attached) on the Consent Agenda
be adopted (with accompanying reports being accepted).
AYES: Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton,
Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Dwyer. (19)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the Consent
Agenda were adopted (with accompanying reports being accepted).
I HEREBY APPROVE THIS RESOLUTION
CHU F DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45,559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 August 14,
2013, 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 14th day of August, 2013.
Lisa Brown, Oakland County