HomeMy WebLinkAboutResolutions - 2003.03.19 - 27192MISCELLANEOUS RESOLUTION 103048 March 6, 2003
BY: GENERAL GOVERNMENT COMMITTEE, WILLIAM R. PATTERSON, CHAIRPERSON
IN RE: INFORMATION TECHNOLOGY - AMENDMENT TO @CCESS OAKLAND USER AGREEMENT -
TOYOTA MAPMASTER, INC.
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS Toyota MapMaster Inc. has requested an amendment to the @ccess
Oakland User Agreement so that certain geographic information system (GIS)
and related land data can be used in its vehicle navigation projects; and
WHEREAS, the data will be provided to Toyota MapMaster Inc. pursuant to
an Amendment to @ccess Oakland User Agreement, and an agreement has been
drafted (as attached) by the County's Corporation Counsel, and
WHEREAS, the County will be provide certain geographic information
system (GIS) and related land data to Toyota MapMaster Inc. pursuant to the
fees set forth in the @ccess Oakland Fee Schedule, and
WHEREAS, the 1997 Enhanced Access to Public Records Policy of Oakland
County requires the Board of Commissioners to approve amendments to the User
Agreement, and
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approve
the Amendment to the 4ccess Oakland User Agreement and authorize the transfer
of the information cited in the Amendment to @ccess Oakland User Agreement.
Chairperson, on behalf of the General Government Committee I move the
adoption of the foregoing resolution.
GENERAL GOVERNMENT COMMITTEE
Attached: Copy of Amendment to @ccess Oakland User Agreement between the
County of Oakland and Toyota MauMaster Inc.
General Government Committee Vote:
Motion carried unanimously on a roll call vote.
Amendment to *ccess Oakland User Agreement
by
The County of Oakland and Toyota MapMaster Inc.
This Amendment to the Access Oakland User Agreement is made between the County of
Oakland, a Constitutional and Municipal Corporation, 1200 N. Telegraph Road, Pontiac,
Michigan, 48341 (the County) and Toyota MapMaster, Inc ., 2-14-19 Meieki-Minami Nakamura-
ku, Nagoya 450-0003 Japan. In this Amendment, the County and Toyota MapMaster Inc. may
be referred to individually as "Party" or jointly as "Parties."
In consideration of the mutual promises, obligations, representations and assurances set forth
here, the Parties agree as follows:
I . Purpose. Toyota MapMaster Inc. (MapMaster) wishes to purchase and reuse
Geographic Information System (GIS) Data contained in the County's GIS System to
incorporate street address information for ten (10) Oakland County communities into its
digital map database. The "access Oakland User Agreement requires that MapMaster
obtain written permission from the County in order to reuse, republish or otherwise
distribute the data in any manner, including the planned incorporation of this data into its
digital map database. Oakland County, having been advised of the intended uses of the
GIS Data, grants such written permission and the Parties agree that the terms and
conditions set forth below will govern use of the GIS Data.
Definitions
2.1 . "Oakland County" shall be defined to include any and all departments, divisions,
commissioners, elected and appointed officials, directors, board members, council
members, commissioners, authorities, committees, employees, agents,
subcontractors, volunteers and/or any such persons' successors.
3.
2.2. "Geographic Information System Data" or "GIS Dataset" mean 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, 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. Use and availability of GIS Data is governed by the Access Oakland
User Agreement and fees are set forth in the Access Oakland Fee Schedule.
Terms
3.1. The County grants MapMaster permission to incorporate GIS Data for ten (10)
Oakland County communities on an element-by-element basis into its database.
The ten communities include: Auburn Hills, Bloomfield Hills, Bloomfield
Township, Farmington Hills, Novi. Pontiac. Royal Oak, Southfield, Troy and
Toyota MapMaster, Inc. Page 1 of 4
@ccess Oakland User Agreement Amendment
1.13.03
West Bloomfield. The County acknowledges that MapMaster intends to use this
data in the development of its in-vehicle navigation systems. Fees for all
dataset(s) shall be as set forth in the current (i_ijccess Oakland Fee Schedule as
adopted by the Oakland County Board of Commissioners.
3.2. MapMaster shall only incorporate data elements from the County's GIS Data into
its database on an element-by-element basis, and only if the elements are more
accurate and/or current than arc otherwise available to it.
3.3. MapMaster may use, reproduce, reformat and copy the dataset(s) on
MapMaster's, or authorized MapMaster subcontractors', local network systems
and freestanding workstations, owned, leased, or operated by MapMaster, for use
by authorized users at MapMaster's, or authorized MapMaster's subcontractors'
principal place of business.
3.4. MapMaster shall not resell or redistribute Oakland County's GIS Data as a unit,
package, or in its entirety to third parties.
3.5. MapMaster may retain the original dataset(s) as a reference resource in
MapMaster's map library.
3.6. Except as expressly permitted or provided herein, MapMaster agrees to abide by
all terms and conditions set forth in the (a_ccess Oakland User Agreement,
attached as Appendix A and incorporated herein by reference.
3 .7. Duration.
3.7.1. Provided MapMaster complies with the terms and conditions set forth in
the (ccess Oakland User Agreement and this Amendment, permission to
use the CilS Data purchased pursuant to this Agreement for the
commercial purposes described here shall continue for as long as the data
continues in use.
3.7.2. If MapMaster seeks to purchase updated or additional GIS Data, at any
time, through ,,riiccess Oakland, for any purpose other than those described
in the Access Oakland User Agreement, MapMaster acknowledges that
this Amendment shall not apply to any such purchase. If the planned use
is other than as described in the gccess Oakland User Agreement,
MapMaster agrees to seek and obtain separate written permission at the
time of any such purchase.
3 .8 . Termination • Either Party may terminate or cancel this Amendment on 7 days
written notice for any reason including failure by MapMaster to provide adequate
security to protect the GIS Data from free and/or unauthorized access or use by
any Third-Party.
Toyota MapMaster, Inc. Page 2 of 4
gccess Oakland User Agreement Amendment
1.13.03
3.8.1. Within 14 days of receiving notice of termination or expiration of this
Amendment, MapMaster shall return all copies of GIS Data to the County.
3.8.2. Provisions requiring the return of GIS Data shall survive termination
and/or expiration of this Amendment and apply to all copies of GIS Data
in the possession of MapMaster and/or its subsidiaries, consultants,
contractors or subcontractors after the date of termination and/or
expiration.
3 .9 . No Third Party Beneficiaries • Except as provided for the benefit of the Parties,
this Amendment 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.
3.10. Reservation of Rights • This Amendment does not, and is not intended to impair,
divest, delegate. or contravene any constitutional, statutory, and/or other legal
right, privilege, power. obligation, duty or immunity of the Parties.
3.11. Agreement Modifications or Amendments. Any modifications, amendments,
recessions, waivers, or releases to the gccess Oakland User Agreement or this
Amendment must be in writing and agreed to by both Parties.
3.12. Entire Agreement. The @ccess Oakland User Agreement in combination with
this Amendment, including all documents incorporated by reference, represents
the entire Agreement between the Parties and supercedes all other Agreements
between the Parties governing the matters described here. The language of this
document shall be construed as a whole according to its fair meaning and not
construed strictly for or against any Party.
3.13. The Parties have taken all actions and secured all approvals necessary to authorize
and complete this Amendment. The persons signing this Amendment on behalf
of each Party have legal authority to sign this Amendment and bind the Parties to
the terms and conditions contained here.
Toyota MapMaster, Inc. Page 3 of 4
@ccess Oakland User Agreement Amendment
1.13.03
For Toyota MapMaster Inc.:
Nobushige Izu, General Manager Date
appeared in person before me on this date and executed this Agreement on behalf of
Toyota MapMaster Inc. and acknowledged to me under oath that has taken
all actions and secured any and all necessary approvals and authorizations and has the requisite authority from.
Toyota MapMaster Inc. to fully and completely obligate and Toyota MapMaster Inc. to the terms and conditions of
this Amendment.
Subscribed and sworn to before me on this day of ,2001.
Notary Public
My Commission Expires:
For Oakland County
Thomas Law, Chairman Date
Oakland County Board of Commissioners
Toyota MapMaster, Inc. Page 4 of 4
@ccess Oakland User Agreement Amendment
1.13.03
Resolution #03048 March 6, 2003
The Chairperson referred the resolution to the Finance Committee. There were no objections.
FISCAL NOTE (Misc. 403048) March 20, 2003
BY: FINANCE COMMITTEE, Chuck Moss, CHAIRPERSON
IN RE: INFORMATION TECHNOLOGY - AMENDMENT TO @CCESS OAKLAND USER
AGREEMENT - TOYOTA MAPMASTER, INC.
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has
reviewed the above referenced resolution and finds:
1. The resolution requests authorization to amend the current
Oakland County User Agreement with Toyota Mapmaster
Incorporated to allow them access to Geographic Information
System (GIS) and related land data.
2. The GIS and land related data is to be used for their vehicle
navigation projects.
3. The Master Fee Schedule establishes the fees for the data. The
data elements purchased by Toyota will determine the actual
revenue the County will receive.
4. No budget amendment is recommended.
Finance Committee
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
OVE
Date son. County Exec.utias 1 1 HEREEW
L Brooks Pat
.../"-
------; 11 01:?EGOING
Resolution #03048 March 20, 2003
Moved by Knollenberg supported by KowaII the resolutions on the Consent Agenda be adopted (with
accompanying reports being accepted).
AYES: Coulter, Crawford, Douglas, Gregory, Hatchett, Jamian, Knollenberg, KowaII, Law, Long,
McMillin, Middleton, Moffitt, Moss, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Webster,
Zack, Bullard, Coleman. (24)
NAYS: None. (0)
A sufficient majority having voted therefore, the resolutions on the Consent Agenda were adopted (with
accompanying reports being accepted),
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, G. William Caddell, 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
March 20, 2003, with the original record thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of tb,a County of Oakland at
Pontiac, Michigan this 20th day of March, 2003.
G. William Caddell, County Clerk