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HomeMy WebLinkAboutResolutions - 2016.08.18 - 22505MISCELLANEOUS RESOLUTION #16208 August 18, 2016 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) 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 without fee or cost 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 approve the attached intergovernmental agreement and authorize 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 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: 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 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 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 June 22, 2016 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 GIS 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 June 22, 2016 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 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 SEMCOG 3 Intergovernmental Agreement June 22,2016 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 MCL 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 bard 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 SEMCOG 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. 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 SEMCOG under this Agreement. County of Oakland and SEMCOG 4 Intergovernmental Agreement June 22, 2016 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 Ann C. Burns, Geospatial Technology Manager For Oakland County: Michael J. Gingell, Chairperson Oakland County Board of Commissioners Date: Date: WITNESSED: Date: Print Name: County Board of Commissioners County of Oakland and SEMCOG 5 Intergoverronental Agreement June 22, 2016 Resolution #16208 August 18, 2016 Moved by Fleming supported by Quarles the resolutions (with fiscal notes attached) on the Consent Agenda be adopted (with accompanying reports being accepted). AYES: Dwyer, Fleming, Gingell, Hoffman, Jackson, Kochenderfer, KowaII, Long, McGillivray, Middleton, Quarles, 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 Consent Agenda were adopted (with accompanying reports being accepted). 6)1 I 14EREW 0.iiNt3VE YHI 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 18, 2016, 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 18th day of August, 2016. Lisa Brown, Oakland County