2011-143 Execution of OGDE Membership ApplicationA By -law to Authorize the Execution of the Ontario Geospatial Data Exchange
(OGRE) Membership Application
and to Repeal By -law No. 2006 -115
WHEREAS the Municipal Act, 2001, S.O. 2001, c. 25, Section 224, as amended,
provides that it is the role of Council to ensure that administrative practices and
procedures are in place to implement the decisions of Council;
AND WHEREAS Council of The Corporation of the Township of Oro - Medonte did on
the 20th day of December 2006, enact By -law No. 2006 -115, Being a By -law to
authorize the execution of the Ontario Geospatial Data Exchange Agreement with The
Minister of Natural Resources to facilitate the sharing of land -based information;
AND WHEREAS the Township of Oro - Medonte has been advised that the Ontario
Geospatial Data Exchange Agreement authorized by By -law No. 2006 -115 has expired
and that the Township is required to sign an updated agreement;
NOW THEREFORE the Council of the Township of Oro - Medonte hereby enacts as
follows:
1. That the Clerk be authorized to execute the Ontario Geospatial Data Exchange
(OGDE) Membership Application Form to facilitate the continued sharing of land -
based information, attached hereto as Schedule "A" and forming part of this By-
law;
2. That By -law No. 2006 -115 is hereby repealed in its entirety;
3. And That this by -law shall take effect on the final passing thereof.
BY-LAW READ A FIRST, SECOND AND THIRD TIME, AND PASSED THIS 7 TH DAY
OF SEPTEMBER, 2011. 1
s
�1
Organization Information
OGDE Agreement
Contact
This person will administer the
OGDE Agreement within your
Organization and advise the
OGDE Administrator who
within your Organization may
access Data through OGDE
and update such information
as necessary; this person
should also have a good
understanding of how the
OGDE works.
OGDE Technical Contact
This person should have
geographic information
systems knowledge and an
understanding of geospatial
data.
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Schedule "A", By-law 2011-143
Ontario Geospatial Data Exchange (OGDE)
Membership Application Form
Complete Legal Name of Organization (Applicant)
The Corporation of the Township of Oro-Medonte
is your Organization a not for profit corporation? Yes**l No �✓
** If Yes, attach documentation that satisfies OGDE membership eligibility
requirements (e.g. a certified copy of the Letters Patent and a certificate of status for
your Organization with the certificate being issued by the applicable Ministry of the
Ontario Government (if incorporated in Ontario) not more than thirty (30) days before
your Organization's OGDE membership application is submitted indicating your
Organization is active)
Name Harold Daynard
Position Manager of Information Technology
organization Township of Oro-Medonte
Address (include Street Address, City, Province and Postal Code)
148 Line 7 South, Box 100, Oro, ON LOL 2X0
Telephone Number (705) 487-2171
Fax Number (705-487-0133
Email Address
hdaynard@oro-medonte.ca
Name Harold Daynard
Position Manager of Information Technology
organization Township of Oro-Medonte
Address (include Street Address, City, Province and Postal Code)
148 Line 7 South, Box 100, Oro, ON LOL 2X0
Telephone Number (705) 487-2171
Fax Number (705) 487-0133
Email Address
hdaynard@oro-medonte.ca
SUBSCRIBER INFORMATION (Add as many subscribers as required for Data
available for licensing indirectly through the Ontario Ministry of Natural Resources'
Central Distribution Facility to other OGDE members)
Primary Subscriber
This person will be
authorized to access the
Ontario Ministry of Natural
Resources' Central
Distribution Facility and
order Data over the
Internet.
Secondary Subscriber
This person will be
authorized to access the
Ontario Ministry of Natural
Resources' Central
Distribution Facility and
order Data over the
Internet.
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Name
Harold Daynard
Position
Manager of Information Technology
Organization
Township of Oro-Medonte
Address (include Street Address, City, Province and Postal Code)
148 Line 7 South
Box 100
Oro, ON LOL 2X0
Telephone Number
(705) 487-2171
Email Address
hdaynard@oro-medonte.ca
Name
Patrick Howse
Position
Information Technology Technician
Organization
Township of Oro-Medonte
Address (include Street Address, City, Province and Postal Code)
148 Line 7 South
Box 100
Oro, ON LOL 2X0
Telephone Number
(705) 487-2171
Email Address
phowse@oro-medonte.ca
2
Applicant has read the OGDE Membership Application Form and the OGDE Membership
Terms and Conditions attached to that Form. By completing and signing the OGDE
Membership Application Form and submitting it to the Ontario Ministry of Natural Resources,
Applicant applies for OGDE membership and accepts and agrees to be bound by and comply
with such OGDE Membership Terms and Conditions, as amended from time to time, if its
application is accepted by the Ministry. The Corporation of the Township of
Oro-Medonte
(Applicant's Legal Name)
Per:
8'• ture `---"'
J. Douglas Irwin
Name (Print)
Director Corp. Svs/Clerk
Position
-1,jeL, 7 . p)/3 (/
Date
I have authority to bind Applicant.
Accepted by the Ontario Ministry of Natural Resources
Per:
June 2010 v1
40,1;
Signature
Name (Print)
Position
Date
3
Ontario Geospatial Data Exchange (OGDE) Membership Terms and Conditions)
1.0 APPLICATION FOR OGDE MEMBERSHIP
1.1 An Organization which is eligible for OGDE membership and wishes to become an
OGDE member must complete and sign the OGDE Membership Application Form and
submit it to the Ontario Ministry of Natural Resources (OMNR) for acceptance. By
completing and signing that Form and submitting it to OMNR, the Organization
("Member") applies for OGDE membership and accepts and agrees to be bound by and
comply with these OGDE Membership Terms and Conditions, as amended from time to
time, referred to in the Membership Application Form if its application is accepted.
1.2 The following Organizations are eligible for membership in the OGDE:
a) Ministries of the Ontario Government and Classified Agencies subject to the Ontario
Management Board of Cabinet's Agency Establishment & Accountability Directive,
as may be amended or replaced from time to time;
b) Departments and Agencies of the Federal Government of Canada;
c) Ministries, Departments and Agencies representing Canadian provincial or United
States federal or state jurisdictions outside the Province of Ontario;
d) Regional and local Municipal Governments (not restricted to Ontario);
e) Broader public sector organizations (not restricted to Ontario) such as conservation
authorities provided they are legal entities;
f) Post -secondary educational institutions and school boards (not restricted to
Ontario);
g) First Nations and aboriginal communities and their representative organizations (not
restricted to Ontario);
h) Not for profit corporations with a public interest mandate (not restricted to Ontario);
and
i) Organizations which provide energy, water or sewer services to Ontario residents,
including without limitation Hydro One and Ontario Power Generation Inc.
Note: Organizations must demonstrate that they are eligible for OGDE membership.
Until an Organization provides adequate evidence that it satisfies an eligibility
requirement(s), such as non-profit corporate status with a public interest mandate, it will
not become a member.
2.0 OGDE MEMBER DATA LICENSING RIGHTS AND OBLIGATIONS
2.1 Member has the following rights and is subject to the following obligations relating to Data
licensing through the OGDE:
1. Capitalized terms used in this Attachment which are defined in Appendix A (Ontario Geospatial Data Exchange
Data Licence Agreement) of the OGDE Membership Application Form have the same meaning given to them in this
Attachment unless the context otherwise requires.
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a) Understanding that some OGDE members will voluntarily make Data available for
licensing to other members while other members will only receive Data made available
for licensing by other members, Member is encouraged without obligation to make
Data reasonably available for licensing to other OGDE members, including related
Metadata.
b) Member may choose the Data it wishes to license to other OGDE members, the Data
being shared on a voluntary basis by OGDE members contributing Data with other
members upon request and only on the basis of the terms and conditions of the
standard Ontario Geospatial Data Exchange Data Licence Agreement set out in
Appendix A attached to and forming part of the OGDE Membership Application Form,
as may be amended by OMNR from time to time ("Standard Licence"). Member
providing Data warrants that it owns the Data or has sufficient rights to provide the
other members with the licence and rights described in the Standard Licence for the
Data and that no Restricted Data is being licensed.
c) Member agrees that the then current Standard Licence shall be deemed to apply to the
Data being licensed, whether Member is providing the Data to or receiving the Data
from other OGDE members through the OGDE, and its effective date shall be deemed
to be the date of request for the Data by the OGDE member which wishes to receive
the Data. There will be no requirement for Member to execute the then current
Standard Licence to validate a licence otherwise deemed to be signed by the parties
thereto and apply to the applicable Data prior to its distribution.
d) Member shall confirm the OGDE membership status of other members requesting
Data by checking the membership list available on OMNR's Land Information Ontario
Internet site (i http://www.mnr.00v.on.ca/en/Business/LlO/index.html prior to
distributing Data directly to such members.
e) Member may choose at its discretion to license Data which it makes available to other
OGDE members directly or indirectly. Licensing out "directly" means Data is supplied
by Member directly to another member subject only to the then current Standard
Licence. Licensing out "indirectly" means Data is supplied at the request of the
member wishing to obtain same by OMNR (as OGDE Administrator) on behalf of the
member providing same subject only to the then current Standard Licence from
OMNR's Central Distribution Facility. Indirect licensing out will be conducted on the
basis of the Licensor Agency Agreement set out in Appendix B attached to and forming
part of the OGDE Membership Application Form, as may be amended by OMNR from
time to time ("Standard Agency Agreement"). OMNR may only act as agent for
Member for indirect licensing of Data if Member is a legal entity separate from Her
Majesty the Queen in right of Ontario.
If Member at its option decides to make Data available for licensing indirectly through
OMNR to other OGDE members, Member will make it known to other OGDE members
that it has Data available for such indirect licensing by creating, cataloguing, supplying
or uploading to and maintaining the related Metadata and its contact information in
OMNR's Metadata directory available on the Internet using software applications
provided by OMNR at no charge subject to licences being first put in place with OMNR.
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Member agrees to assume all risks associated with its use of this Metadata directory.
Member in connection with such indirect licensing will also supply all related Metadata
when Member provides the Data and updates to the Data to OMNR and may access
and request the deletion of the Data which Member makes available for licensing from
OMNR's Central Distribution Facility. OMNR reserves the right to accommodate this
option subject to the terms and conditions set out in the Standard Agency Agreement.
f) Except as may be otherwise permitted under the applicable Standard Licence,
Member shall not make available or supply directly or indirectly any of the Data
obtained by Member from another OGDE member through the OGDE to another
member or third party without the prior written approval from the member which made
the Data available for licensing initially through the OGDE.
g) Member shall have access to all Data made available for licensing through the OGDE
by other OGDE members. Data licensing will typically be initiated by a member
wishing to obtain certain Data contacting the member which has made the Data
available for licensing through the OGDE. The OMNR Metadata directory contains
lists of available Data and contact information supplied by members. Member may also
contact OMNR for assistance in obtaining Data.
h) Where Member updates or makes corrections to Data received by it under the
Standard Licence from another OGDE member, Member shall make reasonable efforts
to provide the updates and corrections to the other OGDE member(s) which provided
such Data within a reasonable period of time following their creation.
i) Member has no duty to maintain, update or correct any Data, including Metadata, which
it supplies directly to other OGDE members pursuant to the then current Standard
Licence.
2.2 Member acknowledges that any use of Data received by it under and not expressly
permitted by the terms and conditions of the then current Standard Licence will require a
separate licence agreement and royalty fees may be payable.
2.3 Member alone or with other OGDE members may agree to acquire Data from a
commercial source or a non-OGDE member for licensing among OGDE members.
2.4 Member is solely responsible for all expenses which it incurs associated with its OGDE-
related activities.
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3.0 NO FEE OR ROYALTY
3.1 No fee or royalty shall be payable by Member to become an OGDE member or to receive
and use Data licensed to it directly or indirectly by other OGDE members pursuant to the
Standard Licence.
4.0 RESTRICTED DATA
4.1 No Restricted Data shall be licensed by Member to another OGDE member through the
OGDE. The Standard Licence shall not be used by Member for licensing Restricted
Data.
5.0 FREEDOM OF INFORMATION
5.1 Member acknowledges that Member and other OGDE members may be subject to
federal, provincial or municipal information access and privacy legislation (hereafter
referred to as "FOI Legislation") and may be compelled pursuant to FOI Legislation to
disclose Data made available for licensing through the OGDE.
5.2 Should Member receive pursuant to FOI Legislation a request for Data licensed through
the OGDE, Member will comply with FOI Legislation.
5.3 Member shall ensure that any Data which it licenses through the OGDE complies with
applicable FOI Legislation as well as Member's access to information and privacy
protection policies and guidelines.
6.0 MEMBERSHIP TERM AND TERMINATION
6.1 Member's OGDE membership will be effective on the date OMNR accepts its OGDE
membership application. Provided Member remains eligible for OGDE membership, such
membership will continue until OMNR ceases to operate the OGDE or Member's
membership is terminated, whichever occurs first.
6.2 In addition to its termination right under Section 7.1 below, OMNR may terminate
Member's OGDE membership immediately upon written notice to Member in the event
Member ceases to be eligible for OGDE membership or Member breaches any of its
obligations under these OGDE Membership Terms and Conditions and fails to remedy
such breach within thirty (30) days of receipt of written notice from OMNR advising
Member of such breach and demanding that it be remedied.
Member may terminate its OGDE membership at any time by sending OMNR a written
termination notice which specifies the effective date of termination.
6.3 Member will not use any Data received by it under the Standard Licence from other
OGDE members through the OGDE following the effective date of termination of its
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membership, such Licence(s) terminating at the same time that Member's OGDE
membership terminates. Member acknowledges that any Data it has licensed directly or
indirectly to other OGDE members subject to the terms and conditions of the Standard
Licence may continue to be used by such members following such termination.
7.0 OGDE Operation; OGDE Administrator Obligations
7.1 OMNR will operate the OGDE and act as OGDE Administrator for five (5) years
commencing June 1, 2010, which period will be subject to automatic renewal unless
OMNR provides twelve (12) months notice otherwise to Member prior to any renewal.
OMNR's OGDE-related activities are based on the assumption of continued funding by
the Ontario Government; should the funding be reduced or withdrawn, notwithstanding
any provision in these OGDE Membership Terms and Conditions to the contrary, OMNR
reserves the right to cease operating the OGDE upon six (6) months notice.
7.2 OMNR, as the OGDE Administrator, will review and verify for eligibility all OGDE
membership applications and maintain a current list of OGDE members, including their
contact information provided on OGDE membership applications, accessible on the
Internet as indicated in Section 2.1 d) above.
7.3 Subject to the terms and conditions of the Standard Agency Agreement executed by
Member and OMNR, OMNR, as the OGDE Administrator, will at no charge to Member:
a) use OMNR's Central Distribution Facility to receive from and distribute Data as an
agent for Member to other OGDE members through the OGDE, providing Member
with access to such Data which Member has supplied for that purpose under that
Agreement;
b) provide Member with (i) limited support and training relating to Central Distribution
Facility services and associated software applications then available from OMNR to
OGDE members which have executed Standard Agency Agreements, (ii) support for
completing and responding to queries pertaining to the OGDE Membership
Application Form and related documentation and (iii) assistance for preparing
unstructured Data to be uploaded to the Central Distribution Facility for indirect
licensing;
c) take such actions to protect Data supplied by Member to OMNR pursuant to the
Standard Agency Agreement from loss, unauthorized use or damage as OMNR
takes to protect its own Data from such risks while such Data is in OMNR's
possession;
d) coordinate high level communications relating to OGDE activities such as members'
meetings, amendments to OGDE membership documentation, issues resolution and
reporting on developments of general interest to members; and
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e) maintain information on Data which OMNR licenses for its own account or as agent
for other members and may create ad hoc reports, upon request, subject to available
resources.
7.4 OMNR, in its capacity as an OGDE member, will enjoy the same rights provided to
Member under these OGDE Membership Terms and Conditions, as amended from time
to time, and, except as otherwise provided herein, will be bound by and comply with the
obligations that are binding on Member under such Terms and Conditions.
8.0 OMNR DISCLAIMER; MEMBER INDEMNITY AND INSURANCE
8.1 Except as otherwise provided in the then current Standard Licence where OMNR is
licensing out Data through the OGDE, OMNR, as the OGDE Administrator, makes no
representation or warranty whatsoever with respect to Data available for licensing by
OGDE members through the OGDE. Member agrees to assume all risks associated with
access to and delivery, use and performance of Data provided to it through the OGDE.
In no event shall OMNR or its directors, officers, appointees, employees, agents or
contractors be liable to Member or any third party for any claims, demands, suits, actions
or causes of action alleging loss, costs, expenses, injuries (including injuries resulting in
death) or direct, indirect, special, incidental or consequential damages of any nature or
kind whatsoever, including without limitation loss of revenue or profits or other economic
loss, by whomsoever made, incurred, brought, prosecuted or sustained, arising out of any
conduct by Member, its directors, officers, employees, agents or contractors relating to its
OGDE membership, including without limitation the exercise by Member of any OGDE
membership right with any other OGDE member, the operation or administration of the
OGDE by or for OMNR, or otherwise relating to Member's membership in the OGDE
even if OMNR has been advised of the possibility of such damages.
8.2 Member shall indemnify and hold harmless OMNR, its directors, officers, appointees,
employees, agents and contractors from all claims, demands, suits, actions and causes
of action alleging loss, costs, expenses, injuries (including injuries resulting in death) or
direct, indirect, special, incidental or consequential damages of any nature or kind
whatsoever by whomsoever made, incurred, brought, prosecuted or sustained arising out
of any conduct by Member, its directors, officers, employees, agents or contractors
relating to Member's OGDE membership, including without limitation the exercise by
Member of any OGDE membership right with any other OGDE member, or otherwise
relating to Member's membership in the OGDE. This provision, however, will not apply
to Member if Member was eligible for membership in OGDE and accepted by OMNR as a
member under any of Sections 1.2 a) — d) above.
8.3 a) Member agrees to put in effect and maintain for the term of its OGDE membership
at its own cost with insurers having a secure A.M. Best rating of B + or greater, or
the equivalent, all the necessary and appropriate insurance that a prudent person in
the business of Member would maintain including, but not limited to, the following:
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(i)
commercial general liability insurance on an occurrence basis for third party
bodily injury, personal injury and property damage, to an inclusive limit of not
less than two million dollars ($2,000,000) Cdn. per occurrence, two million
dollars ($2,000,000) Cdn. products and completed operations aggregate; the
policy is to include the following:
• OMNR and all others indemnified under Section 8.2 above as additional
insureds with respect to liability arising in the course of the exercise by
Member of any OGDE membership right or performance or failure to
perform any of Member's obligations under, or otherwise in connection
with Member's OGDE membership
• contractual liability coverage
• cross -liability clause
• 30 day written notice of cancellation, termination or material change
• tenants legal liability coverage (if applicable and with applicable sub -
limits)
• non -owned automobile coverage with blanket contractual coverage for
hired automobiles; and
(ii) errors and omissions liability insurance, insuring liability for errors and
omissions in the exercise by Member of any OGDE membership right or
performance or failure to perform any of Member's obligations under, or
otherwise in connection with Member's OGDE membership in an amount not
less than two million dollars ($2,000,000) Cdn. per claim and in the annual
aggregate.
b) Member shall provide OMNR when Member submits its signed OGDE Membership
Application Form for acceptance with proof of the insurance required by Section 8.3
a) in the form of valid certificates of insurance that reference the OGDE membership
Agreement and confirm the required coverage and renewal replacements on or
before the expiry of any such insurance. Upon the request of OMNR, a copy of
each insurance policy shall be made available to it.
c) Sections 8.3 a) and b), however, will not apply to Member if Member was eligible for
membership in OGDE and accepted by OMNR as a member under any of Sections
1.2 a) — d) above.
8.4 Sections 8.1, 8.2, 8.3 and 8.4 shall survive the termination of Member's OGDE
membership and continue to bind Member, provided that Section 8.3 shall survive for
only two (2) years after such termination. The limitations, exclusions, disclaimers and
indemnity set out in these Sections shall apply regardless of the nature of any claim,
demand, suit, action or cause of action, including but not limited to breach of contract,
negligence, strict liability or tort, and shall survive any fundamental breach.
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9.0 RELATIONSHIP BETWEEN THE PARTIES
9.1 Member's membership in the OGDE does not create any relationship of principal and
agent or employer or employee between the parties. Member and OMNR expressly
disclaim any intention to create a partnership, joint venture or joint enterprise by virtue of
the OGDE or Member's membership in the OGDE and agree that nothing contained in
these OGDE Membership Terms and Conditions nor any act by either of them shall
constitute or be deemed to constitute them as partners or joint venturers in any way or for
any purpose.
Except for OMNR possibly acting in the capacity of Member's agent under a separate
Standard Agency Agreement referred to in Section 2.1 e) above, neither party has the
authority to act for or to assume any obligation or responsibility on behalf of the other
party under these OGDE Membership Terms and Conditions. Member shall not indicate,
suggest or imply that it represents or acts as an agent for any other OGDE member,
including OMNR.
10.0 WAIVER
10.1 To be effective a waiver by OMNR of any failure by Member to comply with any of these
OGDE Membership Terms and Conditions shall be in writing and signed by OMNR. Any
waiver must refer to a specific failure to comply and shall not have the effect of waiving
any subsequent failure to comply.
The failure of OMNR to insist in one or more instances upon the performance by
Member of any of these Membership Terms and Conditions shall not be construed as a
waiver of the right of OMNR to require future performance of any of these Membership
Terms and Conditions and the obligations of Member with respect to such future
performance shall continue in full force and effect.
11.0 ENTIRE AGREEMENT; AMENDMENTS
11.1 Member's OGDE membership application, including these Membership Terms and
Conditions incorporated by reference, once completed, signed and submitted by Member
and accepted by OMNR, shall constitute the entire agreement between the parties
relating to its subject matter and all prior agreements, including the parties' initial OGDE
agreement (if any), undertakings, negotiations and representations, oral or written,
relating to such subject matter are superseded by the provisions of this Agreement.
11.2 OMNR may amend the OGDE Membership Application Form, including without limitation
the OGDE Membership Terms and Conditions, the Standard Licence and the Standard
Agency Agreement, by adding new provisions and revising or deleting existing provisions
from time to time on ninety (90) days notice to all OGDE members.
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12.0 GOVERNING LAW; ASSIGNMENT
12.1 The OGDE Membership Application Form, including the OGDE Membership Terms and
Conditions and its Appendices, shall be governed by and construed in accordance with
the laws of the Province of Ontario.
12.2 Member may not assign its OGDE membership, in whole or in part, without the prior
written consent of OMNR.
13.0 NOTICES
13.1 All notices and communications required to be given pursuant to this OGDE membership
Agreement by a party shall be in writing and forwarded in the manner prescribed below to
the other party's OGDE Agreement Contact.
Notice shall be given by:
(i)
personal delivery, effective at the time of delivery;
(ii) fax, effective at the time of receipt by the sending party of confirmation of its
successful transmission to the receiving party;
(iii) email, effective at the time the email enters the receiving party's email inbox; or
(iv) registered mail, effective on the fifth day following the deposit of a properly
addressed notice in the mail, provided however, in the event of an actual or
threatened disruption of postal service, notice shall not be given by registered
mail.
13.2 The contact information for the designated representatives referred to above will be
based on the then current list of OGDE members maintained by OMNR.
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