HomeMy WebLinkAboutResolutions - 2005.12.08 - 27802MISCELLANEOUS RESOLUTION #05283 December 8, 2005
BY: GENERAL GOVERNMENT COMMITTEE, WILLIAM R. PATTERSON, CHAIRPERSON
IN RE: INFORMATION TECHNOLOGY - DIGITAL ORTHOIMAGERY DATA OWNERSHIP AND
DISTRIBUTION AGREEMENT FOR 2005 REGIONAL ORTHOIMAGERY PROJECT
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
WHEREAS SEMCOG has assembled a regional project team to acquire 2005
digital orthoimagery and related products for the seven county region; and
WHEREAS the regional project team involves the counties of Livingston,
Macomb, Monroe, Oakland, St. Clair, Washtenaw and Wayne, as well as the State
of Michigan, SEMCOG, United States Geologic Survey (USGS) and Detroit Water
and Sewer (DWSD); and
WHEREAS the Board of Commissioners has approved the attached contract
with Southeast Michigan Council of Governments (SEMCOG) for the purpose of
establishing rights and obligations of each Party in conjunction with the
2005 Regional Digital Orthoimagery Project; and
WHEREAS the use and/or distribution of the 2005 Regional Digital
Orthoimagery Project deliverables shall not occur until the project team has
entered into an agreement to identify the scope, extent and limitations of
such use and/or distribution; and
WHEREAS an agreement has been drafted (as attached) by SEMCOG and
reviewed by the County's Corporation Counsel.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners approves
the attached agreement.
BE IT FURTHER RESOLVED that the Board Chairperson is authorized to
execute the Contract on behalf of Oakland County, and hereby accepts and
binds Oakland County to the terms and conditions of this Contract.
Chairperson, on behalf of the General Government Committee, I move the
adoption of the foregoing resolution.
GENERAL GOVERNMENT COMMITTEE
General Government Committee Vote:
Motion carried on a roll call vote with Melton absent.
4. SEMCOG's Roles and Responsibilities
SEMCOG will be responsible for the administration and project management of this Project.
The contract with the selected vendor will be between SEMCOG and the vendor. SEMCOG will
be responsible for working with the vendor on all problem resolution. SEMCOG will promptly
advise the County of problems that may arise in relation to the Project and of the resolution of
such problems.
SEMCOG will provide the County with a written copy of the project scope of work and detailed
project schedule as provided by the vendor.
SEMCOG will provide the County with a written copy of the "common standards and training,"
described in Section 5 (below).
SEMCOG will work with vendor to correct any quality control issues identified by the County.
SEMCOG will advise the County of the actions that the vendor will take to resolve any quality
control issues.
SEMCOG will require the selected vendor to provide the orthoimagery directly to the County
promptly upon completion of each phase of the orthoimagery project.
5. County Roles and Responsibilities
The County will be responsible for quality control of Oakland County's orthoimagery, based on
common standards and training set by the Quality Assurance Committee. The County will have
14 days from receipt of the pilot delivery of orthoimagery to complete its quality control review
and provide feedback to SEMCOG. The County will have 30 days from receipt of the final full
county delivery of orthoimagery to complete its quality control review and provide feedback to
SEMCOG.
6. Partnership Termination
Upon written notice of 30 days, either Party, for any reason including convenience, may
terminate this Contract. In the event of termination, the County will reimburse SEMCOG for all
accepted work completed up through the date of termination. SEMCOG will provide County
with all products produced by the vendor on its behalf up to the termination date.
7. County Ownership and Distribution Rights
The County will own and use without restriction the digital orthoimagery with 6-inch pixel
resolution, and the digital surface model for the Oakland County area. The County may display
these on any Internet application. The County may distribute and/or sell the digital orthoimagery
with 6-inch pixel resolution and the digital surface model according to its policies and pricing
scheme. All income generated by the County through its distribution or sale of the digital
orthoimagery described in this Section shall belong to the County.
10-28-04 2
Use or sale of digital 6-inch pixel orthoimagery of Oakland County, created under this
Agreement, in any size, format or media, by SEMCOG, the State of Michigan, or another entity
shall not occur unless and until the County of Oakland, SEMCOG, the State of Michigan or
another entity have entered into one or more written agreements, which may include amendment
to this Contract, to identify the digital orthoimagery that may be used or sold and which establish
the scope, extent and limitations of such use or sale.
8. Deliverables from the Contractor
The County will receive the following deliverables, all subject to the approval process described
in Section 5 (above)
1. 6-inch pixel digital orthoimagery (true color and black-white) for Oakland County.
2. 2 foot pixel, true color digital orthoimagery for Oakland County.
3. 1-foot pixel, true color MRSID Geographic Township Mosiacs
4. 2-foot pixel, true color MRSID County-wide mosaic.
9. No Employee-Employer Relationship
Nothing in this Contract shall be construed as creating an employer-employee relationship
between the County (including any of its employees) and SEMCOG (including any of its
employees.)
10. No Indemnification
Each Party shall be responsible for the acts and/or omissions of its agents and/or employees.
Nothing in this Contract shall be construed as creating an obligation to indemnify or defend the
other for any claim, damage or liability arising out of or stemming from participation in the
Regional Digital Orthoimagery Project as described in this Contract.
11. No Third Party Beneficiaries
Except as provided for the benefit of the Parties, this Contract 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.
12. Reservation of Rights
This Contract 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.
13. Contract Modifications or Amendments
Any modifications, amendments, recessions, waivers, or releases to this Contract must be in
writing and agreed to by both Parties.
10-28-04 3
Contract between Southeast Michigan Council of Governments and
Oakland County for the 2005 Regional Digital Orthoimagery Project
SEMCOG RFP number 04-002
This Contract 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), with offices at 535 Griswold Street, Suite 300,
Detroit, MI 48226-3602.
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
Contract, the Parties agree as follows:
1. Purpose of Contract
The County and SEMCOG enter into this Contract to establish the rights and obligations of each
Party in conjunction with the 2005 Regional Digital Orthoimagery Project (Project). Under the
leadership of SEMCOG, the Project is designed to acquire digital orthoimagery in 2005 for the
entire Southeast Michigan region. It involves the counties of Livingston, Macomb, Monroe,
Oakland, St. Clair, Washtenaw and Wayne, and will result in economies in the purchase of the
orthoimagery and provide consistent, high-quality updated imagery to Project participants,
including the County.
2. Cost
The County agrees to pay a not to exceed amount of $155,000.00 for its portion of the Regional
Digital Orthoimagery. The cost for each partner was determined using the percentage of the
counties' area as a part of the whole region less SEMCOG's, the State of Michigan, and any
other regional partner's portion as described in the attached Cost Chart.
3. Payment Schedule
The County agrees to pay the amount described above in installments, according to the following
schedule:
25% Upon written notice to Oakland County that a contract has been executed between
SEMCOG and the consultant-FALL 2004.
25% After flight-SPRING 2005 on receiving notice that the flight has been completed.
25% Upon pilot delivery of the completed orthoimagery to the County-JUNE 2005
25% Upon final delivery of the approved orthoimagery in DECEMBER 2005
Actual dates will be determined after the contract with vendor is executed. The County shall
have no obligation to pay additional fees or costs of any kind or type except on written
amendment to this Contract.
10-28-04 1
Title
Title
14. Entire Contract
This Contract represents the entire Contract between the Parties and supercedes all other
Contracts between the Parties governing the matters described here. The language of this
Contract shall be construed as a whole according to its fair meaning, and not construed strictly
for or against any Party.
The Parties have taken all actions and secured all approvals necessary to authorize and complete
this Contract. The persons signing this Contract on behalf of each Party have legal authority to
sign this Contract and bind the Parties to the terms and conditions contained here.
Oakland County
Name
Date
Southeast Michigan Council of Governments
Name
Date
Digital Orthoimagery Data Ownership and Distribution Agreement
This Digital Orthoimagery Data Ownership and Distribution Agreement (the "Agreement"),
effective November 1, 2005 is made between all Parties to the 2005 Regional Orthoimagery
Project, pursuant to SEMCOG RFP #04-002 (the "Project"). Parties to this Project are as
follows: Livingston County, Macomb County, Monroe County, Oakland County, Saint Clair
County, Washtenaw County, Wayne County, the State of Michigan, the Detroit Water and
Sewage Department ("DWSD"), the United States Geological Survey and the Southeast
Michigan Council of Governments ("SEMCOG"). The acquisition of Products is governed by
contracts between SEMCOG and each individual Party for the Project. Any rights of the Parties
not specifically set forth in this Agreement shall not be governed by the terms of this Agreement,
but may be governed by a separate agreement between the Parties in issue.
1. Definitions:
As used in this Agreement:
a. "Owner(s)" means a single Party within this Project, who retains a Product
and has full, unlimited rights to the Product.
b. "User(s)" means any Party to this Project who does not own the subject
Product. The User of a Product has restricted rights to view the Product in "read-
only" format on an internal computer network only, including intranet
applications.
c. "Download / hosting of Product" means allowing remote access to the
Product via an internet browser or any other remote connection application.
d. "Display" means any visual representation of the Product by means of a
computer, video, or hardcopy media.
e. "Resampling" means modifying any Product in such a way that the
resolution quality of the Product is improved to the point of approaching the
resolution of another Party's Product.
f. "Product" means the items as defined in the chart in Section 2.
g. "Third Party" means a person or entity other than the Parties defined in
this Agreement.
2. Purpose of Agreement
Pursuant to the Enhanced Access to Public Records Act, 1996 PA 462, MCL 15.441 et seq.,
Livingston County, Macomb County, Monroe County, Oakland County, St. Clair County,
Washtenaw County, Wayne County, Detroit Water and Sewerage Department, the State of
Michigan, United States Geological Survey, and the Southeast Michigan Council of
Governments (individually, a "Party," collectively, "the Parties") enter into this Agreement for
the purpose of the making the 2005 orthoimagery and the digital surface model available to each
1
Party as set forth in this Agreement. Various resolutions of this Product are owned and
maintained by a corresponding Party, as set forth in the chart below. Each County is only
entitled to own or use, as the case may be, the Product(s) that correspond(s) to their respective
geographic boundaries.
Product* Product Descri • tion Owner s User s
Native true An ortho-rectified image representing Each County -SEMCOG
color 6-inch 2000 feet by 3000 feet of ground -Each Non-Owner
pixel resolution surface stored in an uncompressed County
TIFF tile TIFF format. The image is represented -the State of
in the true color spectrum at 24 bits Michigan
with a 6-inch pixel (picture element) -DWSD
resolution and its original acquisition -United States
state. Geological Survey
True color 1- An ortho-rectified image representing SEMCOG -Each Non-Owner
foot pixel 2000 feet by 3000 feet of ground County
resolution surface stored in an uncompressed -the State of
TIFF file TIFF format. The image is the result of Michigan
re-sampling the native 6-inch pixel true -DWSD
color TIFF tile to 1-foot pixel true color -United States
TrFF tile. Geological Survey
True color 2- An ortho-rectified image representing -State of -SEMCOG
foot pixel 2000 feet by 3000 feet of ground Michigan -Each County
resolution surface stored in an uncompressed -United -DWSD
TIFF tile TIFF format. The image is the result of States
re-sampling the native 6-inch pixel true Geological
color TIFF tile to 2-foot pixel true color Survey
TIFF tile. -Public
Domain
True color 6- An ortho-rectified image representing Each County -SEMCOG
inch pixel either a geographic township or other -Each Non-Owner
resolution community area, including a half mile County
MrSlD buffer, stored in MrSID format at a -the State of
geographic 20:1 compression ratio. The image will Michigan (which
township/corn be the result of mosaicing the true color shall have right to
munity area 6-inch pixel resolution TIFF tiles that display this Product
othoimages encompass the geographic township or on any Internet
community area into one seamless, application, as long
radiometric corrected ortho-rectified as the images are
2
image. The image is then compressed view only, and are , using LizardTech's proprietary not downloadable)
compression algorithm to create the -DWSD
MrSID geographic township or -United States
community area ortho-rectified image. Geological Survey
True color 2- An ortho-rectified image representing -State of -SEMCOG
foot pixel an entire County jurisdiction, including Michigan -Each County
resolution a half mile buffer, stored in MrSID -United States -DWSD
MrSID County format at a 50:1 compression ratio. Geological
orthoimages The image will be the result of Survey
mosaicing the true color 2-foot pixel
resolution TIFF tiles that encompass
the County area into one seamless,
radiometric corrected ortho-rectified
image. The image is then compressed
using LizardTech's proprietary
compression algorithm to create the
MrSID County ortho-rectified image.
Black and An ortho-rectified image representing Each County -SEMCOG
white 6-inch 2000 feet by 3000 feet of ground -Each Non-Owner
pixel resolution surface stored in an uncompressed County
TIFF tile TIFF format. The image is the result of -the State of
converting the 24 bit true color image Michigan
to an 8 bit black and white image by a -DWSD
process of averaging the bands of the -United States
24 bits true color image. The black and Geological Survey
white image maintains the 6-inch pixel
(picture element) resolution.
Digital surface The digital representation of relief Each County -SEMCOG
model (DSM) elevation and significant aboveground -Each Non-Owner
features such as buildings and forests County
that is derived by the ISTAR process. -the State of
Its purpose is to eliminate geometric Michigan
displacements in aerial imagery due to -DWSD
relief and sensor angle. This product -United States
will exist in ESRI (Environmental Geological Survey
Systems Research Institute) GRID
format.
* Resampling of Product does not change the rights of a Product user. Only the Owner of the
Product can resample the Product for distribution. The User of a Product may not resample
Product to distribute.
3. Ownership and Distribution Rights
a. County Ownership and Distribution Rights
3
Each County will own and use without restriction the native true color 6-inch
pixel resolution TIFF tile, and the true color 6-inch pixel resolution MrSED
geographic township/community area othoimages, the black and white 6 inch
pixel resolution TIFF tile, and the digital surface model (DSM) for their
geographic area.
Each County is only entitled to own or use, as the case may be, the Product(s) that
correspond(s) to their respective geographic boundaries. Each Owner County
may display their Product in any digital, electronic or other similar fon-nat for
their geographic area on any Internet application or newly developed similar
media and/or technology. Each County may distribute and/or sell their respective
digital orthoimagery with 6-inch pixel resolution and the digital surface model
according to its policies and pricing scheme. All revenue generated by each
County through its distribution or sale of their orthoimagery described in this
Section shall belong to the respective County.
b. Southeast Michigan Council of Governments Ownership and Distribution
Rights
SEMCOG will own and use without restriction the digital orthoimagery with 1-
foot pixel resolution for the entire region. SEMCOG may display these images in
any digital, electronic or other similar format on any Internet application or newly
developed similar media and/or technology. SEMCOG may distribute and/or sell
the digital orthoimagery with 1-foot pixel resolution according to its policies and
pricing scheme. All revenue generated by SEMCOG through its distribution or
sale of the orthoimagery with 1-foot pixel resolution shall belong to SEMCOG.
SEMCOG will have access to the digital orthoimagery with 6-inch pixel
resolution, and the digital surface model for internal use only. SEMCOG has the
authority to provide this Product to any Third Party vendor who is doing work for
SEMCOG, as long as such vendor abides by this Agreement, and returns the
Product within ten (10) business days from the end of the project.
c. Detroit Water and Sewerage Department Ownership and Distribution Rights
The Detroit Water and Sewerage Department ("DWSD") will not own but shall
be a User of all Products.
DWSD, including any department or agency authorized to do so (including the
City of Detroit) will have access to the digital orthoimagery with 6-inch pixel
resolution, and the digital surface model for internal use only. DWSD has the
authority to provide this Product to any Third Party vendor who is doing work for
DWSD, as long as such vendor abides by this Agreement, and returns the Product
within ten (10) business days from the end of the project.
4
d. The State of Michigan's Ownership and Distribution Rights
The State of Michigan will co-own with the United States Geological Survey and
use without restriction the digital orthoimagery with 2-foot pixel resolution for the
entire region. The State of Michigan may display these images on any Internet
application or newly developed similar media and/or technology and can be made
available for free download. The State of Michigan may distribute and/or sell the
digital orthoimagery with 2-foot pixel resolution according to its policies and
pricing scheme. All revenue generated by The State of Michigan through its
distribution or sale of the orthoimagery with 2-foot pixel resolution shall belong
to The State of Michigan.
The State of Michigan, including any State department or agency authorized to do
so (the State) will have access to the digital orthoimagery with 6-inch pixel
resolution, and the digital surface model for internal use only. The State of
Michigan may display the digital orthoimagery with 6-inch pixel resolution on
any Internet application or newly developed similar media and/or technology, as
long as the images are view only, and are not downloadable. The State of
Michigan has the authority to provide this Product to any Third Party vendor who
is doing work for the State of Michigan, as long as such vendor abides by this
Agreement, and returns the Product within ten (10) business days from the end of
the project.
e. United States Geological Survey Ownership and Distribution Rights
The United States Geological Survey will co-own with the State of Michigan and
use without restriction the digital orthoimagery with 2-foot pixel resolution for the
entire region. The United States Geological Survey may display these images on
any Internet application or newly developed similar media and/or technology and
can be made available for free download. The United States Geological Survey
may distribute and/or sell the digital orthoimagery with 2-foot pixel resolution
according to its policies and pricing scheme. All revenue generated by The
United States Geological Survey through its distribution or sale of the
orthoimagery with 2-foot pixel resolution shall belong to The United States
Geological Survey.
The United States Geological Survey, including any department or agency
authorized to do so (as set forth below) will have access to the digital
orthoimagery with 6-inch pixel resolution, and the digital surface model for
internal use only. The United States Geological Survey has the authority to
provide this Product to any Third Party vendor who is doing work for the United
States Geological Survey, as long as such vendor abides by this Agreement, and
returns the Product within ten (10) business days from the end of the project.
Agencies of the Federal Government who will have access to the specified
5
Products, but will not make these Products public domain include the following:
National Geospatial-Intelligence Agency (NGA)
Department of Homeland Security
United States Secret Service (USSS)
Transportation Security Administration (TSA)
Federal Emergency Management Agency (FEMA)
Department of Defense
United States Northern Command (NORTHCOM)
United States Joint Forces Command (JFCOM)
Department of Justice (DOJ)
Federal Bureau of Investigation (FBI)
United States Marshals Service (USMS)
Central Intelligence Agency (CIA)
4. Term
This Agreement and any subsequent amendments shall be in force for as long as the Parties own
the digital orthoimagery or as mutually agreed upon by the Parties.
5. Reservation of Rights
This Agreement 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.
6. Agreement Modifications or Amendments
Any modifications, amendments, recessions, waivers, or releases to this Agreement must be in
writing and agreed to by all Parties.
7. Choice of Law/No Dispute Resolution
This Agreement shall be construed in accordance with the laws of the State of Michigan excluding its
conflict of law provisions. Disputes arising over interests stated under this Agreement shall be handled
by the respective Parties to the dispute outside of this Agreement.
8. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, such provision will be enforced to the extent it is not in violation of law or is not
otherwise unenforceable, and all other provisions and requirements of this Agreement will remain in
full force and effect.
9. Assignment
6
No Party may assign this Agreement without all the other Parties' prior express written consent, which
will not be unreasonably withheld or delayed. Any attempted assignment without such consent will be
void.
10. No Third Party Beneficiaries.
Nothing in this Agreement shall create any express or implied third party beneficiaries under this
Agreement.
11. No Indemnification.
Each Party shall be responsible for the acts and/or omissions of its agents and/or employees. Nothing in
this Agreement shall be construed as creating an obligation to indemnify or defend the other for any
claim, damage or liability arising out of or stemming from participation in the Regional Digital
Orthoimagery Project as described in this Agreement.
12. Entire Agreement
This Agreement represents the entire agreement between the parties with respect to its subject matter
and supersedes all prior oral or written representations, agreements, or other communications, relating
to the subject matter of this Agreement. This Agreement may not be amended or modified except by
written agreement signed by each Party's authorized representative.
The Parties have taken . all actions and secured all approvals necessary to authorize and complete this
Agreement. The person signing this Agreement on behalf of each Party have legal authority to sign
this Agreement and bind the Party to the terms and conditions contained here.
7
I HEREBY APPROVE THE, FOREGOI
21/ 3/0
Resolution #05283 December 8, 2005
Moved by Gregory supported by Douglas the resolutions on the Consent Agenda, as amended, be
adopted (with accompanying reports being accepted).
AYES: Crawford, Douglas, Gershenson, Gregory, Hatchett, Jamian, KowaII, Long, Melton,
Molnar, Moss, Nash, Palmer, Patterson, Potter, Rogers, Scott, Suarez, Woodward, Zack, Bullard,
Coulter. (22)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the Consent Agenda, as amended, were
adopted (with accompanying reports being accepted).
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Ruth Johnson, 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 December 8, 2005,
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 8th day of December, 2005.
Ruth Johns5n, County Clerk