HomeMy WebLinkAboutResolutions - 2015.08.26 - 21989MISCELLANEOUS RESOLUTION #15227 August 26, 2015
BY: Finance Committee, Tom Middleton, Chairperson
RE: INFORMATION TECHNOLOGY - INTERGOVERNMENTAL AGREEMENT TO TRANSFER GIS
AND RELATED DATA TO OAKLAND UNIVERSITY
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS Oakland University has requested certain geographic information systems (GIS) and related
land data for use in conducting regular business in support of its educational mission; and
WHEREAS the transmission of this data should be provided pursuant to an intergovernmental agreement
regarding the use of this data by Oakland University; 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 Oakland University's Vice President
of Finance and Administration who is authorized to enter into agreements with other governmental
entities; 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 with Long absent.
Intergovernmental Agreement
Between
The County of Oakland and
Oakland University
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 University, a Michigan Constitutional Body Corporate and Institution
of Higher Education, whose address is 2200 N. Squirrel Road, Rochester, MI 48309-4401. In
this Agreement, the County and Oakland University 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
Pursuant to the Enhanced Access to Public Records Act, 1996 PA 462, MCI, 15.441 et
seq., and the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the
County and Oakland University 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 University without fee or cost for the
purposes and uses described in this Agreement.
2. Definitions
2.1. "Oakland County" and "Oakland University" 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 Oakland University
Intergovernmental Agreement
June 4, 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 University
entities under contract to Oakland University who use GIS Data in or for performance
of services pursuant to their contract with Oakland University.
2.6. "Third Party" means a person who requests GIS Data from Oakland University and
is not a Oakland University entity or a Consultant, Contractor or Subcontractor
performing services for Oakland University.
3. Terms
3.1. The County agrees to provide Oakland University, without fee or cost, with data
available as GIS Data and/or Access Oakland Products in retrievable form for the
purpose of conducting Oakland University's regular business in support of its
educational mission.
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 University 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 University'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 infotmation provided is gathered by Third Parties and has
not been independently verified by the County. Oakland University agrees that all use
of the GIS Data and Access Oakland Products is at Oakland University's risk. The
County will not be liable for any errors or omissions in the GIS Data, Access Oakland
Products, or the County's services in making the GIS Data and Access Oakland
Products available to Oakland University.
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
County of Oakland and Oakland University 2
Intergovernmental Agreement
June 4, 2015
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 Oakland University by Siraj A Khan, Director
of Engineering, Facilities Management.
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 University will only use GIS Data and Access Oakland Products provided
by the County under this Agreement in the performance of Oakland University's
authorized and permitted duties.
3.8. Oakland University will require any and all of its Consultants, Contractors or
Subcontractors who, on behalf of Oakland University, require access to GIS Data and
Access Oakland Products described in this Agreement to execute a written agreement
by which Oakland University'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 Oakland University in relation to the
performance of its official duties; and,
3.8.3 To return to Oakland University 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 University and/or the completion of its assigned tasks or duties
and/or termination of this Agreement.
3.9. Oakland University shall comply in all regards with the provisions of MCL
15.443(1)(d). Except as provided in section 3.8 above, Oakland University agrees that
it shall refrain from providing GIS Data and Access Oakland Products to Third Parties
as defined in MCL 15.442(i). Oakland University 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).
County of Oakland and Oakland University 3
Intergovernmental Agreement
June 4,2015
3.11. Termination. Either Party may terminate this Agreement on seven (7) days written
notice for any reason including failure by Oakland University 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 seq.
3.11,1 Upon termination or expiration of this Agreement, Oakland University 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 University.
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 University 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
University delete or destroy data created by the Oakland University and
incorporated into GIS Data, or to delete records created by the Oakland
University 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 University (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 University under this Agreement.
3.16. No Third Party Beneficiaries. Except as provided for the benefit of the Parties, this
County of Oakland and Oakland University 4
Intergovernmental Agreement
June 4, 2015
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.
320, 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 University
John W Beaghan, VP Finance & Administration
For Oakland County:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
WITNESSED:
Date:
Date:
Date:
Print Name:
County Board of Commissioners
County of Oakland and Oakland University 5
Intergovernmental Agreement
June 4,2015
Resolution #15227 August 26, 2015
Moved by Dwyer supported by McGillivray the resolutions (with fiscal notes attached) on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Fleming, Gershenson, Gingell, Gosselin, Hoffman, Jackson, KowaII, Long, Matis.
McGillivray, Middleton, Quarles, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bowman,
Dwyer. (20)
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).
_1)
I HER5BY APPROVE HIS 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 August 26,
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 26'h day of August 2015.
Lisa Brown, Oakland County