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HomeMy WebLinkAboutResolutions - 2015.05.06 - 21820MISCELLANEOUS RESOLUTION #15119 May 6, 2015 BY: Finance Committee, Tom Middleton, Chairperson RE: INFORMATION TECHNOLOGY - INTERGOVERNMENTAL AGREEMENT TO TRANSFER GIS AND RELATED DATA TO OAKLAND SCHOOLS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS Oakland Schools 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 Oakland Schools; and WHEREAS an agreement has been drafted (as attached) by the County's Corporation Counsel; and WHEREAS the agreement has been presented to and approved by the Oakland Schools Board of Education; 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 COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Intemovern mental Agreement Between The County of Oakland and Oakland Schools 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 Oakland Schools, a Michigan intermediate school district, whose address is 2111 Pontiac Lake Road, Waterford, Michigan 48328-2736 (Oakland Schools). In this Agreement, the County and Oakland Schools 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: 1. 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 Oakland Schools 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 Oakland Schools without fee or cost for the purposes and uses described in this Agreement. 2. Definitions 2.1. "Oakland County" and "Oakland Schools" 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. 12. "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 Oakland Schools Intergovernmental Agreement March 24, 2015 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 -Oakland Schools entities under contract to Oakland Schools who use GIS Data in or for performance of services pursuant to their contract with Oakland Schools. 2.6. "Third Party" means a person who requests GIS Data from Oakland Schools and is not an Oakland Schools entity or a Consultant, Contractor or Subcontractor performing services for Oakland Schools. 3. Terms 3.1. The County agrees to provide Oakland Schools, without fee or cost, with data available as GIS Data and/or Access Oakland Products in retrievable form for the purpose of conducting Oakland Schools' educational and administrative duties and functions. 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. Oakland Schools 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 Oakland Schools' 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. Oakland Schools agrees that all use of the GIS Data and Access Oakland Products is at Oakland Schools' risk. The County will not be liable for any errors or omissions in the GTS Data, Access Oakland Products, or the County's services in making the GIS Data and Access Oakland Products available to Oakland Schools. 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, 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 County of Oakland and Oakland Schools 2 Intergovernmental Agreement March 24, 2015 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 Oakland Schools by the Transportation Application Specialist, 2111 Pontiac Lake Road, Waterford MI 48328-2736. 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. Oakland Schools will only use GIS Data and Access Oakland Products provided by the County under this Agreement in the performance of Oakland Schools' authorized and permitted duties. 3.8. Oakland Schools will require any and all of its Consultants, Contractors or Subcontractors who, on behalf of Oakland Schools, require access to GIS Data and Access Oakland Products described in this Agreement to execute a written agreement by which Oakland Schools' 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 Oakland Schools in relation to the performance of its official duties; and, 3.8.3 To return to Oakland Schools 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 Oakland Schools and/or the completion of its assigned tasks or duties and/or termination of this Agreement. 3.9. Oakland Schools shall comply in all regards with the provisions of MCL 15.443(1)(d). Except as provided in section 3.8 above, Oakland Schools agrees that it shall refrain from providing GIS Data and Access Oakland Products to Third Parties as defined in MCL 15.442(i). Oakland Schools shall refer all other requests, not related to this Agreement, to purchase or otherwise acquire GIS 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). 3.11. Termination. Either Party may terminate this Agreement on seven (7) days written County of Oakland and Oakland Schools 3 Intergovernmental Agreement March 24, 2015 notice for any reason including failure by Oakland Schools 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 MCL 15.441 et sec', 3.11.1 Upon termination or expiration of this Agreement, Oakland Schools 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 Oakland Schools. 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 Oakland Schools 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 Oakland Schools delete or destroy data created by the Oakland Schools and incorporated into GIS Data, or to delete records created by the Oakland Schools 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 Oakland Schools (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. 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. 3.15. 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 Oakland Schools under this Agreement. 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, County of Oakland and Oakland Schools 4 Intergovernmental Agreement March 24,2015 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 Oakland Schools Vicki L. Markavitch, Superintendent For Oakland County: Michael J. Gingell, Chairperson Oakland County Board of Commissioners Date: Date: County of Oakland and Oakland Schools 5 Intergovernmental Agreement March 24, 2015 Resolution #15119 May 6, 2015 Moved by Fleming supported by McGillivray the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, KowaII, Long, Matis, McGillivray, Middleton, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman, Crawford. (19) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions (with fiscal notes attached) on the amended Consent Agenda were adopted (with accompanying reports being accepted). I HellEBY APPROVE THIS RESOLUTION CHIEF 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 May 6, 2015, 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 6 th day of May 2015. Lisa Brown, Oakland County