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HomeMy WebLinkAboutResolutions - 2007.05.10 - 9273MISCELLANEOUS RESOLUTION #07115 May 10, 2007 BY: General Government Committee, Christine Long, Chairperson RE: INFORMATION TECHNOLOGY - INTERGOVERNMENTAL AGREEMENT TO TRANSFER GIS AND RELATED DATA TO SOUTHEASTERN OAKLAND COUNTY WATER AUTHORITY (SOCWA) To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS SOCWA 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, and none previously existed relating to the use of this data by SOCWA; 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 by establishing a Geographic Information System that will enable SOCWA to manage and maintain water utilities within its service area. 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 Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. Chairperson, on behalf of the General Government Committee, I move the adoption of the foregoing resolution. GENERAL GOVERNMENT COMMITTEE GENERAL GOVERNMENT Motion carried unanimously on a roll call vote. Intergovernmental Agreement Between The County of Oakland and Southeastern Oakland County Water Authority 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 Southeastern Oakland County Water Authority, with offices at 3910 W Webster Rd, Royal Oak, MI 48073 (SOCWA). In this Agreement, the County and Southeastern Oakland County Water Authority (SOCWA) 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, MCL 15.441 et seq., and the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., the County and the Southeastern Oakland County Water Authority (SOCWA), established pursuant to 1952 P.A. 196, being MCL 124.251 et seq., 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 Southeastern Oakland County Water Authority (SOCWA) without fee or cost for the purposes and uses described in this Agreement. 2. Definitions 2.1. "Oakland County" and "Southeastern Oakland County Water Authority (SOCWA)" shall be defined to include any and all departments, divisions, commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, officers, committees, employees, agents, subcontractors, volunteers and/or any such persons' successors. 2.2. "Geographic Information System Data" or "GIS Data" mean any output from the County's computerized database, developed pursuant to MCL 15.441 et seg., 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. County of Oakland and Southeastern Oakland County Water Authority (SOCWA) 1 Intergovernmental Agreement March 15, 2007 1.1. 3. Terms 3.1. The County agrees to provide SOC WA, without fee or cost, with data available as GIS Data and/or in Access Oakland Products, in retrievable form, for the purpose of establishing a Geographic Information System that will enable SOCWA to manage and maintain water utilities within its service area. 3.2. All requests for GIS data and/or requests for access to Access Oakland Products specified in Paragraph 3.1 shall be made on behalf of SOCWA by the Agency Representative, here identified as Jeff McKeen, General Manager, 3910 W Webster Rd, Royal Oak, MI 48073. 3.3. Requests for GIS data shall be submitted to the One Stop Shop, Oakland County Michigan, and requests for access to Access Oakland Products shall be submitted to the Access Oakland website. Either Party to this Agreement may designate another individual to make or receive such requests by giving prior written notice to the other Party. 3.4. SOCWA agrees that it will use any and all GIS Data and Access Oakland Products provided by the County solely in the performance of its statutorily authorized and permitted duties, as more fully set forth in MCL 124.251 et seq. 3.5. SOCWA shall require any and all of its consultants, contractors and/or subcontractors who require access to the GIS Data and Access Oakland Products described in this Agreement to execute a written agreement by which SOCWA's consultants, contractors, and/or subcontractors agree: 3.4.1 To be bound by the terms and conditions of this Agreement; 3.4.2 To refrain from using the GIS Data and Access Oakland Products for any purpose except those authorized by SOCWA in order to assist SOCWA in performing its official duties; and, 3.4.3 To return to SOCWA all copies of GIS Data and Access Oakland Products, regardless of their form or method of storage, upon the completion or termination of the consulting, contracting or subcontracting relationship with SOCWA and/or the completion of the assigned tasks or duties. 3.6 SOCWA shall comply in all regards with the provisions of MCL 15.443(1)(d). Except as provided in section 3.5 above, SOCWA agrees that since it is without a mechanism to collect fees from Third Parties pursuant to MCL 15.443(1)(d), SOCWA shall refrain from providing GIS Data and Access Oakland Products to Third Parties. SOCWA shall refer all other requests, not related to this Agreement, to purchase or otherwise acquire GIS Data to Oakland County. 2 County of Oakland and Southeastern Oakland County Water Authority (SOCWA) Intergovernmental Agreement March 15, 2007 3.7 Duration. This Intergovernmental Agreement and any subsequent Amendments shall be effective upon the date of execution by the Oakland County Board of Commissioners for a term of two years from said date. 3.8 Termination. Either Party may terminate this Agreement on seven (7) days written notice for any reason including failure by SOCWA 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 or other failure to comply with MCL 15.441 et seq. 3.8.1 Upon termination or expiration of this Agreement, SOCWA 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. 3.8.2 Upon termination or expiration of this Agreement, Oakland County will remove any Access Oakland product usemame and password assigned to SOC WA. 3.8.3 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 SOCWA and/or its consultants, contractors or subcontractors after the date of termination and/or expiration. 3.9 No Employee-Employer Relationship. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the County (including any of its employees) and the SOCWA (including any of its employees.) 3.10 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 the use of GIS Data and Access Oakland products provided pursuant to this Agreement. 3.11 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 and/or any other right in favor of any other person or entity. 3.12 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. County of Oakland and Southeastern Oakland County Water Authority (SOCWA) Intergovernmental Agreement March 15, 2007 3 3.13 Agreement Modifications or Amendments. Any modifications, amendments, recessions, waivers, or releases to this Agreement must be in writing and agreed to by both Parties. 3.14 Entire Agreement. This Agreement represents the entire Agreement between the Parties and supercedes all other Agreements between the Parties governing the matters described here. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. 3.15 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 contained here. For Southeastern Oakland County Water Authority (SOCWA): Jeff McKeen, General Manager Date For Oakland County: Bill Bullard, Jr., Chairperson Date Oakland County Board of Commissioners County of Oakland and Southeastern Oakland County Water Authority (SOCWA) Intergovernmental Agreement March 15, 2007 ACTING PURSUANT TO 1973 PA 139 Ruthisemman, -County Clerk Resolution #07115 May 10, 2007 Moved by Potter supported by Gregory the resolutions (with fiscal notes attached) on the amended Consent Agenda, be adopted (with accompanying reports being accepted). AYES: Burns, Coulter, Douglas, Gershenson, Gingell, Gosselin, Gregory, Greimel, Hatchett, Jacobsen, Long, Middleton, Nash, Potter, Potts, Rogers, Scott, Spector, Suarez, Woodward, Zack, Bullard, (22) 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). OM. I IEREBY APPROVE THE FOREGOING RESOLUTION I 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 May 10, 2007, 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 10th day of May, 2007.