HomeMy Public PortalAbout137-2021 - GIS - agreement •
GEOGRAPHIC INFORMATION SYSTEM INTERLOCAL AGREEMENT
THIS AGREEMENT ("Agreement") is entered into by and among Wayne County,
Indiana, by its Board of County Commissioners ("County"), the Economic Development
Corporation of Wayne County,Indiana("EDC"),an Indiana non-for-profit corporation having its
principal offices at 900 North"E"Street, Suite 100,Richmond,Wayne County,Indiana,the City
of Richmond,Indiana,by and through its Executive,("City"),and the Richmond,Indiana Sanitary
Department, by and through its Board of Sanitary Commissioners("RSD")as follows:
A. Recitals
1. The parties previously entered into an Interlocal Agreement on the 5th day of November,
2001, which Interlocal Agreement provides for the implementation, maintenance, and
continued development of a Geographic Information System("GIS").
2. The parties continue to acknowledge the benefits associated with a continued partnership
relative to a framework for gathering, managing, and analyzing the data associated with
GIS which allows for unique spatial location insights thereby assisting the parties in their
respective governmental and economic endeavors.
3. GIS is currently operated by the parties, and maintained and governed by the County
through a Technical Committee,that was created through the execution of the November
5,2001 Interlocal Agreement,which Interlocal Agreement has been amended five(5)times
to adjust for the parties' annual financial contribution to the operation and maintenance of
GIS,with the most recent amendment being executed on January 1,2012.
4. The original Interlocal Agreement creates a"Technical Committee",which is to serve as a
resource for consultation by the County;and,at some point subsequent to the execution of
the original Interlocal Agreement, the parties implemented voting authority to certain of
the members of the Technical Committee. These voting members have acted in accordance
with the best interests of the GIS system, and nor-voting members provided consultation
designed to support the continued development and efficient operation of GIS.
5. Currently,each party pays the annual sum of Fifty-six Thousand Two Hundred Fifty and
00/100 US Dollars($56,250.00)toward an Annual Maintenance Obligation,which annual
sum was memorialized in the latest amendment to the original Interlocal Agreement,with
said sums being paid directly to the County Information Systems Department on or before
January 1st of each calendar year. (A copy of the GIS Departmental Budget for the current
calendar year is attached hereto, marked "Exhibit A" and made a part hereof Exhibit A
will be replaced annually during any renewal term of this Interlocal Agreement with a copy
of the then current year's departmental budget.)
6. Throughout the course of the parties' original InterlocaI Agreement, the management of
the GIS system was overseen and directed by the County allocating such task to its
Department of Information Systems.
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Geographic Information System Interlocal Agreement
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7. The County has hired a GIS Director and created a new GIS department within County
government thereby removing the GIS-related obligations under the original Interlocal
Agreement from the County's Department of Information Systems. That change further
necessitates the entering into a new agreement among the parties.
8. Although the parties have worked cooperatively pursuant to the original Interlocal
Agreement, and the amendments thereto, they each desire to rescind the same in order to
implement this Agreement, which contains additional provisions governing the terms of
their relationship as it relates to the continued operation and maintenance of GIS.
B. Terms of Agreement
1. MANAGEMENT RESPONSIBILITIES
a. The parties agree that the County,by and through its GIS Department,shall oversee
and direct the management of the GIS System throughout Wayne County,Indiana,
subject to consultation with, and direction issuing from, an Executive Committee
created through this Agreement,as more particularly described below.
b. The position of GIS Director is a Department Head position within County
Government.The GID Director shall at all times remain an employee of the County,
and be subject to its rules, employee policies, and procedures. County shall be
responsible for establishing and administering the financial and fringe benefits
provided to the position.The GIS Director shall not be considered an employee or
agent of any other party hereto. When hiring a GIS Director, the County will first
consult with the members of the Executive Committee and allow such members to
participate in the process of resume review and candidate interview to the extent
that such Executive Committee members so desire.However,the final authority to
hire rests with the County.
2. EXECUTIVE COMMITTEE
a. There is established an Executive Committee which shall have equal representation
among the parties to this Agreement. The Executive Committee shall establish
operations and system maintenance policies for GIS.
b. The Executive Committee is to be established pursuant to the following
appointment procedure,and subject to the following terms:
i. County, by and through its Commissioners, shall appoint one (I) member
to the Executive Committee for a four(4)year term.
ii. City, by and through its Executive, shall appoint one (1) member to the
Executive Committee for a four(4)year term.
iii. EDC, by and through its President, shall appoint one.(1) member to the
Executive Committee for a four(4)year term.
Geographic Information System Interlocal Agreement
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iv. RSD, by and through its Director, shall appoint one (I) member to the
Executive Committee for a four(4)year term.
c. The Executive Committee shall be responsible for 'overseeing and developing
operations and system maintenance policies and ensuring sound governance
practices for the Department.
d. Each of the Executive Committee members shall having voting authority. Any
member of the Executive Committee may move that a particular item of business
be passed, which motion must be seconded in order for the same to be called into
question. A majority vote of the full Executive Committee must be secured for any
motion to be approved. The approved item will be relayed to the GIS Director.
The members of the Executive Committee will report the results of any votes to
their respective appointing authority. No monies may be expended or financial
obligations incurred that would be payable beyond the then existing annual
operating budget of the GIS Department without the prior written approval of the
appropriate representatives of the parties to this Agreement.
e. In addition to the above appointments of "voting members" to the Executive
Committee, each of the parties shall appoint a non-voting "liaison"representative
to the Executive Committee,as follows:
• i. County, by and through its County Council, shall appoint one(1)liaison to
the Executive Committee for a four(4)year term.
ii. City, by and through its Common Council, shall appoint one(1) liaison to
the Executive Committee for a four(4)year term.
iii. EDC,by and through its Board of Directors,shall appoint one(1)liaison to
the Executive Committee for a four(4)year term.
iv. RSD, by and through its Board of Sanitary Commissioners, shall appoint
one(1) liaison to the Executive Committee for a four(4)year term.
f. Liaisons to the Executive Committee shall be permitted to provide consultation and
advice relative to the above-described responsibilities of the voting members, and
will report back to their respective appointing bodies on noteworthy matters relative
to the continued operation of the GIS System.
g. In the event that any member or liaison of the Executive Committee is unable or
unwilling to serve out the remainder of his or her term, the original appointing
authority shall make a subsequent appointment,which appointee shall serve out the
remainder of the original term. Appointees may serve successive terms, or be
removed for any reason,at the discretion of their respective appointing authority.
h. The Executive Committee may appoint other individuals,as it deems appropriate,
to serve in a consulting capacity to the Executive Committee on a volunteer basis.
Geographic Information System Interlocal Agreement
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3. FINANCIAL RESPONSIBILI I hS FOR MAINTENANCE.EQUIPMENT.AND
OTHER EXPENSES
a. The parties each agree to contribute the annual sum of Fifty-six Thousand Two
Hundred Fifty and 00/100 US Dollars ($56,250.00) per calendar year, which
payments shall be made to the County GIS Department on or before the fifteenth
(15th)day of January of each year.
b. The respective financial contributions of each party shall be utilized for ongoing
maintenance associated with the operation of GIS, as well as for any purchases of
hardware or software which may be purchased by the GIS Director,in consultation
with the Executive Committee.As is noted in Paragraph 2(d),above,no purchases,
either individually,or in the aggregate,shall be made which exceed the budget of
the GIS Department, which is created through the contributions described herein
without first garnering written approval of the parties to make additional financial
contributions for such purchases if additional contributions are required to make
the purchase.
4. OWNERSHIP OF EQUIPMENT,DATA,AND SOFTWARE
a. The parties each agree that all equipment, data, and software which is currently
solely utilized for, or solely associated with, GIS is owned equally among them
such that each party has a one-fourth(1/4)interest in said property.
b. All subsequently acquired equipment,data,and software which is to be used solely
for, or solely associated with GIS shall be owned equally among the parties such
that each party has a one-fourth (1/4) interest in said property provided that the
subsequently acquired asset was purchased from monies in the regular GIS
operating budget or, if specially purchased, was paid from equal contributions of
the parties to the specially purchased asset's purchase price.
c. All records and reports relating to GIS, whether in existence as of the execution
date hereof,or generated and compiled hereafter,shall be treated as owned equally
among the parties.
d. The term"data"shall include all factual and analytical information,proprietary or
otherwise, generated and collected by GIS for its use, including any copies,
summaries and derivative works thereof.
•
e. County agrees that it will prepare an inventory list of all existing property
contemplated within this section and distribute the same to the other parties within
a reasonable time period. As additional property is purchased, the inventory list
will be modified to reflect the same.
Geographic Information System Intertocal Agreement
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S. TERM
a. This Agreement shall be effective as of January 1,2021,and shall continue in effect
until to December 3 I,2021;however,the Agreement shall automatically renew and
continue in full force and effect on a yearly basis unless terminated by one of the
parties pursuant to Section Six(6)below.
6. TERMINATION
a. Any party hereto may terminate its participation in this Agreement by providing
written notice to the other parties at least thirty(30)days in advance of its intent to
terminate its participation on a specified date. A terminating party need not provide
cause for the intended termination. A terminating party shall not be entitled to any
reimbursement of funds paid hereunder regardless of the date on which its
termination becomes effective.
b. In the event that one, or multiple, parties terminate its participation in this
Agreement, the remaining parties may rescind this Agreement, rescind this
Agreement and execute a new agreement, or execute an addendum to this
Agreement.
c. Should any of the parties to this Agreement determine to withdraw or not renew
their respective participation in the GIS System,then provided that the GIS System
is to continue to be operated and maintained,the withdrawing party shall have no
claim to any of the equipment, data, software, licenses or other assets used in the
operation and maintenance of the GIS System. Should the GIS System be
abandoned, dismantled or its operations otherwise ended, then the assets used in
the prior operation and maintenance of the GIS System shall be sold in a manner
permitted by applicable law, and the net proceeds derived therefrom shall be
equally divided among the parties participating in the GIS System at the time of
such termination.
7. SEVERABILITY
a. If any provision of this Agreement or any application thereof to any person or
circumstances shall to any extent be determined to be invalid, inoperative, or
unenforceable, the remainder of this Agreement and the application of that
provision to any other persons or circumstances shall not be affected thereby and
the remainder of this Agreement shall be given effect as if the invalid, inoperative,
or unenforceable provision had not been included and each other provision of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
Geographic Information System Interiocal Agreement
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8..-GOVERNING LAW
a. The laws of the State of Indiana shall govern the interpretation, validity,
performance,and enforcement of this Agreement.
9. PRIOR INTERLOCAL AGREEMENT AND AMENDMENTS
a. The parties each agree that the prior Interlocal Agreement dated November 5,2001
and the five(5)amendments thereto are hereby rescinded in their entirety and that
this Agreement represents the entire understanding of the parties as it relates to the
GIS System.
IN WITNESS WHEREOF, the undersigned officials have executed this Agreement on the
month and day below their respective signatures.
• City of Richmond,Indiana Wayne C 1 linty,I,`di. a.—..-,... r--- - ..,
' / / r/ /4By B Aii i,l/ A _
-! Y '_'
M. , not r erne Paust, ommissioner
Dated: a61 i /ti ,2021
By C—
asterer, Commissioner
By
M Anne Butters,Commissioner
Dated: • 2021
Richmond Sanitary Department Wayne County Economic Development
4:::2°'.---zr-----
Corporation
�— By 7 il li 4
Valarie Shaffer
By Dated: ` 0/`. Jo ,2021
By
Dated: Oa-. (.. .D ,2021
•
Geographic Information System Interlocal Agreement
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Prepared By:Andrew J. Sickmann and Ronald L. Cross
BOSTON BEVER FORREST CROSS&SICKMANN
27 N. 8th Street
Richmond,IN 47374
Phone: 765.962.7527
Facsimile: 765.966.4597
Emails: ajsickmann@bbfcsiaw.com
rcross@bbfcslaw.com
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