HomeMy WebLinkAboutResolutions - 2012.11.01 - 20580MISCELLANEOUS RESOLUTION #1227 5 November 1, 2012
By: Finance Committee, Tom Middleton, Chairperson
IN RE: Department of Information Technology - Modifications to Comprehensive I.T.
Services Interlocal Agreement
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS, the State of Michigan has encouraged governmental entities to share
services with each other for efficiency and cost savings and has indicted that future payments
from the State may be tied to the achievement of savings; and
WHEREAS, the Oakland County Department of Information Technology has developed
numerous applications to more efficiently conduct governmental operations and would like to
make certain applications available to governmental bodies not only to share the County's
services but also as a means of cost recovery; and
WHEREAS, the Board of Commissioners has supported the Information Technology
Department's strategic rollout of a comprehensive eGovernemnt program by approving the
Access Oakland fee structure both in Miscellaneous Resolution 403279 dated October 16, 2003
and Miscellaneous Resolution #07121 dated May 10, 2007; and
WHEREAS, the Department of Information Technology currently has Interlocal
Agreements with public bodies to provide I. T. Services which were approved by the Board of
Commissioners in Miscellaneous Resolution #12153 dated June 7, 2012, which contains Exhibits
describing the I.T. Services of Online Payments, Pay Local Taxes, Web Publishing Suite,
Internet Service, Oaknet Connectivity, Email Service and Over the Counter Payments; and
WHEREAS, the Department of Information Technology would like to have the Board of
Commissioners approve modifications to the Interlocal Agreement to enable it to make
additional technology services available to public bodies; and
WHEREAS, Corporation Counsel and the Information Technology Department have
revised the attached Interlocal Agreement, adding additional terms and services, including two
different Exhibit options for Online Payments, and the I.T. Service of Over the Counter
Payments which are described in detail in the Exhibits and are attached to the Agreement; and
WHEREAS, the Interlocal Agreement will require public bodies to accept the terms of
the Agreement and provide them with the flexibility to choose one or more of the LT. Services
based upon their needs; and
WHEREAS, the municipalities signing the attached Interlocal Agreements may be
charged ITAntennce and support fees based on the 1.T. Services chosen, the level of use and
whether the public body is located in Oakland County; and
WHEREAS, any additional services not specified in the Interlocal Agreement will
require approval by the Board of Commissioners before they can be offered as part of the
Agreement; and
WHEREAS, the Oakland County Board of Commissioners is required under the Urban
Cooperation Act of 1967 to approve Interlocal Agreements between the County and Public
Bodies;
FINANCE COMMITTEE
Motion carried unanimously on a roll call vote.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners approves +h attached I.T. Services Interlocal Agreement offering the LT.
Services of Online Payments, Pay Local Taxes, Web Publishing Suite, Internet Service, Oaknet
Connectivity, Email Service and Over the Counter Payments, with fees described in the Exhibits,
and authorizes the Chairperson of the Board of Commissioners to sign the Agreements for any
Michigan public body that signs the Agreement.
BE IT FURTHER RESOLVED that a copy of any such signed Interlocal Agreement
shall be provided to the Elections Division of the Oakland County Clerk for transmission to the
Office of the Great Seal of Michigan.
BE IT FURTHER RESOLVED that the Department of Information Technology will
provide the list of public bodies agreeing to the attached Interlocal Agreement along with its
quarterly report to the Finance Committee.
BE IT FURTHER RESOLVED that any budget adjustments required by new agreements
will be recognized in the quarterly financial process and no budget amendment is recommended
at this time.
Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing
resolution.
FINANCE COMMITTEE
AGREEMENT FOR LT. SERVICES
BETWEEN
OAKLAND COUNTY
AND
«Public_Body»
This Agreement (the "Agreement") is made between Oakland County, a Constitutional and Municipal
Corporation, 1200 North Telegraph, Pontiac, Michigan 48341 ("County"), and the «Public_Body»,
«Street_Address» «City», oState» «Zip_Code», ("Public Body"). County and Public Body may also be
referred to jointly as "Parties".
PURPOSE OF AGREEMENT. Pursuant to the Urban Cooperation Act of 1967, 1967 PA 7, MCL
124.501, et seq., County and Public Body enter into this Agreement for the purpose of providing
information Technology Services ("IT. Services") for Public Body.
In consideration of the mutual promises, obligations, representations, and assurances in this
Agreement, the Parties agree to the following:
1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether
used in the singular or plural, shall be defined, read, and interpreted as follows.
1.1. Agreement means the terms and conditions of this Agreement and any other mutually
agreed to written and executed modification, amendment, or addendum.
1.2. Claims means any alleged losses, claims, complaints, demands for relief or damages,
lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties,
litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable
attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts
paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or
asserted against County, or for which County may become legally and/or contractually
obligated to pay or defend against, whether direct, indirect or consequential, whether based
upon any alleged violation of the federal or the state constitution, any federal or state
statute, rule, regulation, or any alleged violation of federal or state common law, whether
any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether
commenced or threatened.
1.3, County means Oakland County, a Municipal and Constitutional Corporation, including,
but not limited to, all of its departments, divisions, the County Board of Commissioners,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, volunteers, and/or any such
persons' successors.
1.4. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.5. Public Body means the oPublic_Body», which is an entity created by state or local
authority or which is primarily funded by or through state or local authority, including, but
not limited to, its council, Board, any and all of its departments, its divisions, elected and
appointed officials, directors, board members, council members, commissioners,
authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or
any such persons' successors. For purposes of this Agreement, Public Body includes any
Michigan court, when acting in concert with its funding unit, to obtain I.T. Services.
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I.T. SERVICES - INTERLOCAL AGREEMENT
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1.6. Public Body Employee means without limitation, any employees, officers, directors,
members, managers, trustees, volunteers, attorneys, and representatives of Public Body,
and also includes any Public Body licensees, concessionaires, contractors, subcontractors,
independent contractors, contractor's suppliers, subsidiaries, joint ventures or partners,
and/or any such persons, successors or predecessors, employees, (whether such persons act
or acted in their personal, representative or official capacities), and/or any and all persons
acting by, through, under, or in concert with any of the above who have access to the I.T.
Services provided under this Agreement. "Public Body Employee" shall also include any
person who was a Public Body Employee at any time during the term of this Agreement
but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.7. Points of Contact mean the individuals designated by Public Body and identified to
County to act as primary and secondary contacts for communication and other purposes as
described herein.
1.8. I.T. Services means the following individual I.T. Services provided by County's
Department of Information Technology, if applicable:
1.8.1. Online Payments mean the ability to accept payment of monies owed to Public
Body initiated via a web site maintained by County using a credit card or electronic
debit of a checking account.
1.8.2. Pay Local Taxes means the ability to accept payment of local property taxes owed
to Public Body initiated via a web site maintained by County using a credit card or
electronic debit of a checking account. (Does not apply to Public Bodies outside of
Oakland County)
1.8.3. Web Publishing Suite means the ability for public bodies to have and/or manage a
public web presence using standard Oakland County technologies and platforms,
template-based solutions, semi-custom web site designs, content management,
and/or support services.
1.8.4. Internet Service means access to the Internet from Public Body's workstations.
Access from the Internet to Public Body's applications, whether at County or at
Public Body (hosting), is not included.
1.8.5. Oaknet Connectivity means use of communication lines and network equipment
maintained by County for the transmission of digital information whether leased or
owned by County.
1.8.6. Email Service means access to the designated application provided by County for
sending and receiving electronic mail messages by Public Body.
1.8.7. Health Portal means a portal where registered schools, community dispensing
sites, nurses, district administrators and doctors can effectively communicate with
the health department regarding reportable communicable diseases.
1.8.8. Over The Counter Payments means the ability to accept payment of monies owed
to Public Body initiated via a magnetic stripe reader attached to an on-premise
computer with access to a web site maintained by County using a credit card.
1.9. Service Center means the location of technical support and information provided by
County's Department of Information Technology (LT.)
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I.T. SERVICES - INTERLOCAL AGREEMENT
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- Formatted: Font: Bold
1.10. Exhibits mean the following descriptions of I.T. Services which are governed by this
Agreement only if they are attached to this Agreement and incorporated in Section 2 or
added at a later date by a formal amendment to this Agreement:
Exhibit I: Online Payments
Exhibit II: Pay Local Taxes
Exhibit III: Web Publishing Suite
Exhibit IV: Internet Service
Exhibit V: Oaknet Connectivity
Exhibit VI: Email Service
Exhibit VII: Health Portal
Exhibit VIII: Over The Counter Payments
2. COUNTY RESPONSIBILITIES.
2.1. County, through its Department of Information Technology, shall provide the I.T. Services
described in Exhibits «Exhibits» which are attached and incorporated into this Agreement.
2.2. County shall support the I.T. Services as follows:
2.2.1. Access. County will provide secure access to I.T. Services for use on hardware that
is to be provided by Public Body as part of its own computer system.
2.2.2. Maintenance and Availability. County will provide maintenance to its computer
system to ensure that the LT. Services are functional, operational, and work for
intended purposes. Such maintenance to County's system will include "bug" fixes,
patches, and upgrades, such as software, hardware, database and network upgrades.
The impact of patches and/or upgrades to the applications will be thoroughly
evaluated by County and communicated to Public Body through their Primary
Points of Contact prior to implementation in Public Body's production
environment. County will reserve scheduled maintenance windows to perform
these work activities. These maintenance windows will be outlined specifically for
each application in the attached Exhibits.
2.2.2.1. If changes to scheduled maintenance windows or if additional
maintenance times are required, County will give as much notice of or
lead time for such times as possible.
2.2.2.2. During maintenance windows, access to the application may he restricted
by County without specific, prior notification.
2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e.
break-fixes) may be performed. County will make prompt and reasonable efforts to
minimize unscheduled application downtime. County will notify the Points of Contact
about such interruptions with as much lead time as possible.
2.4. Backup and Disaster Recovery.
2.4.1. County will perform daily backups of all I.T. Services. Copies of scheduled
backups will be placed offsite for disaster recovery purposes.
2.4.2. County will maintain a Disaster Recovery ("DR") Toolkit that will be used to
recover applications during a disaster or failure of County's computer system. All
applications will be included in County's scheduled Disaster Recovery Test. DR
Toolkit updates will be made by County as necessary.
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LT. SERVICES - INTERLOCAL AGREEMENT
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2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of County's data and County's compliance with Federal, State and local laws and
industry standards, including, but not limited to, the Health Insurance Portability and
Accountability Act (HIPAA) and Payment Card industry Data Security Standard (PCI
DSS.)
2.6. Training and Information Resources. County may provide training on use of the I.T.
Services on an as-needed basis.
2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number or e-mail provided below. The
Service Center is staffed to provide support during County's normal business hours of 8:30
a.m. EST to 5:00 p.m. EST, Monday through Friday, excluding holidays. The Service
Center can receive calls to report LT. Service outages 24 hours a day, 7 days a
week. Outages are defined as unexpected service downtime or error messages. Depending
on severity, outage reports received outside of County's normal business hours may not be
responded to until the resumption of County's normal business hours.
Service Center Phone Number
Service Center Email Address
248-858-8812
serviceeenterii)oakgov.com
2.8. County may access, use and disclose transaction information and any content to comply
with the law such as a subpoena, Court Order or Freedom of Information Act request.
County shall first refer all such requests for information to Public Body's Points of Contact
for their response within the required time frame. County shall provide assistance for the
response if requested by the Public Body's Points of Contact, and if able to access the
requested information. County shall not distribute Public Body's data to other entities for
reasons other than in response to legal process.
2.8.2.9. I.T. service providers require County to pass through to Public Bodies certain terms and
conditions contained in license agreements, service agreements, acceptable use polices and
similar terms of service, in order to provide I. T. Services to Public Bodies. Links to these
terms will be listed on the County's G2G Cloud Solutions web site which will he
provided. County will provide notice when it becomes aware of changes to the terms of
these agreements.
3. PUBLIC BODY RESPONSIBILITIES.
3.1. Public Body shall immediately notify County of any unauthorized use of the I.T. Services
and any breach of security of the I.T. Services. Public Body shall cooperate with County in
all investigations involving the potential misuse of County's computer system or data.
3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide
all initial data identified in the attached Exhibits, in a format acceptable to County. Public
Body is responsible for ensuring the accuracy and currency of data contained within its
applications.
3.3. Public Body shall follow County's I.T. Services requirements as described at on County's
02G Cloud Solutions web site which will be provided. Public Body shall comply with
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LT. SERVICES - INTERLOCAL AGREEMENT
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County's minimum standards for each Internet browser used by Public Body to access I.T.
Services under this Agreement as well as any hardware requirements. Public Body shall
meet any changes to these minimum standards that County may reasonably update from
time to time.
3.4. Public Body shall not interfere with or disrupt the 1.T. Services provided herein or
networks connected with the I.T. Services.
3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall:
3.5.1. Utilize an antivirus software package/system on their equipment and keep same
updated in a reasonable manner.
3.5.2. IIave a unique User ID and password that will be removed upon termination of
Public Body Employee's employment or association with Public Body.
3.5.3. Maintain the most reasonably current operating system patches on all equipment
accessing the I.T. Services.
3.6. If authorized by County, Public Body may extend LT. Services to other entities. If County
authorizes Public Body to provide access to any I.T. Services to other entities, Public Body
shall require those entities to agree to utilize an antivirus software package/system on
computers accessing the 1.T. Services and to assign users of the I.T. Services a unique User
ID and password that will be terminated when a user is no longer associated with the entity.
3.7. For each 1.T. Service covered by an Exhibit to this Agreement, Public Body shall designate
two representatives to act as a primary and secondary Points of Contact with County. The
Points of Contact responsibilities shall include:
3.7.1. Direct coordination and interaction with County staff.
3.7.2. Communication with general public supported by Public Body.
3.7.3. Following County's procedures to report an application incident.
3.7.4. If required by County, attend training classes provided by County either online or at
County's Information Technology Building in Waterford, Michigan or other
suitable location determined by County.
3.7.5. Providing initial support services to Public Body users prior to logging a Service
Center incident with County.
3.7.6. Requesting security changes and technical support from the Service Center.
3.7.7. Testing Applications in conjunction with County, at the times determined by
County. The testing location will be determined by County and will be at Public
Body's location or at County.
3.7.8. To report a service incident to the Service Center, one of Public Body's Points of
Contact shall provide the following information:
3.7.8.1. Contact Name
3.7.8.2. Telephone Number
3.7.8.3. Email Address
3.7.8.4. Public Body Name
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LT. SERVICES - 1NTERLOCAL AGREEMENT
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3.7.8.5. Application and, if possible, the specific module with which the incident
is associated.
3.7.8.6. Exact nature of the problem or function including any error message that
appeared on the computer screen.
3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter.
3.8. Public Body may track the status of the incident by calling the Service Center and
providing the Incident Number.
3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public
Body's data.
3.9.3.10. I.T. service providers require County to pass through to Public Bodies certain terms and
conditions contained in license agreements, service agreements, acceptable use polices and
similar terms of service, in order to provide I. T. Services to Public Bodies, Public Bodies
agree to comply with these terms. Public Body may follow the termination provisions of
this Contract if it determines that it will not be able to comply with any of the terms.
4. DURATION OF INTERLOCAL AGREEMENT.
4.1. This Agreement and any amendments hereto shall be effective when executed by both
Parties with concurrent resolutions passed by the governing bodies of each Party. The
approval and terms of this Agreement and any amendments hereto shall be entered in the
official minutes of the governing bodies of each Party. An executed copy of this Agreement
and any amendments shall be filed by the County Clerk with the Secretary of State.
4.2. Unless extended by mutual, written agreement signed by both Parties, this Agreement shall
remain in effect for Five (5) years from the date the Agreement is completely executed by
all Parties or until cancelled or terminated by any of the Parties pursuant to the termination
or cancellation of the Agreement Section herein.
5. PAYMENTS.
5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if
applicable.
5.2. Possible Additional Services and Costs: If County receives a subpoena or Court Order or
request from Public Body for assistance in responding to a Freedom of Information Act
Request concerning LT. Services provided to Public Body under this Agreement, Public
Body shall reimburse County for all costs associated with compliance with the subpoena,
Court Order or Freedom of Information Act Request.
5.3. County shall provide Public Body with a detailed explanation of County's costs for I.T.
Services provided herein. Public Body agrees to pay the full amount shown on any such
invoice within sixty (60) calendar days after the date shown on any such invoice.
5,4. If Public Body, for any reason, fails to pay County any monies when and as due under this
Agreement, Public Body agrees that unless expressly prohibited by law, County or the
Oakland County Treasurer, at their sole option, shall be entitled to set off from any other
Public Body funds that are in County's possession for any reason, including but not limited
to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any
setoff or retention of funds by County shall be deemed a voluntary assignment of the
amount by Public Body to County. Public Body waives any Claims against County or its
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I.T. SERVICES - INTERLOCAL AGREEMENT
Occobet 25, 20120,obcr 17, 20120,101,r 11, 2012
Officials for any acts related specifically to County's offsetting or retaining of such
amounts. This paragraph shall not limit Public Body's legal right to dispute whether the
underlying amount retained by County was actually due and owing under this Agreement.
5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully
pay County any amounts due and owing County under this Agreement, County shall have
the right to charge up to the then-maximum legal interest on any unpaid amount. Interest
charges shall be in addition to any other amounts due to County under this Agreement.
Interest charges shall be calculated using the daily unpaid balance method and accumulate
until all outstanding amounts and accumulated interest are fully paid.
5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other
legal rights or remedies under this Agreement against Public Body to secure payment of
amounts due County under this Agreement. The remedies in this Section shall be available
to County on an ongoing and successive basis if Public Body at any time becomes
delinquent in its payment. Notwithstanding any other term and condition in this
Agreement, if County pursues any legal action in any court to secure its payment under this
Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and
court costs, incurred by County in the collection of any amount owed by Public Body.
6. ASSURANCES.
6.1. Each Party shall be responsible for any Claims made against that Party by it third party, and
for the acts of its employees arising under or related to this Agreement.
6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of
this Agreement, each Party shall seek its own legal representation and bear the costs
associated with such representation, including judgments and attorney fees,
6.3. In the event of potential or actual litigation and/or Court action relating to I.T. Services,
Public Body shall comply with all Electronic Discovery requirements requested by County.
County shall comply with Electronic Discovery requirements relating to its computer
system,
6.4. Except as otherwise provided for in this Agreement, neither Party shall have any right
under this Agreement or under any other legal principle to be indemnified or reimbursed by
the other Party or any of its agents in connection with any Claim.
6.5. Public Body shall be solely responsible for all costs, fines and fees associated with any
misuse by its Public Body Employees of the I.T. Services provided herein.
6.6. 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. Nothing in this Agreement shall be construed as a waiver of
governmental immunity for either Party.
6.7. 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 herein.
6.8. Each Party shall comply with all federal, state, and local ordinances, regulations,
administrative rules, and requirements applicable to its activities performed under this
Agreement.
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I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120etub. 17, 2012OutoberI I. 2012
7. DISCLAIMER OR WARRANTIES.
7.1. The I.T. Services are provided on an "as is" and "as available" basis. County expressly
disclaims all warranties of any kind, whether express or implied, including, hut not limited
to, the implied warranties of merchantability, fitness for a particular purpose and non-
infringement.
7.2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements;
(ii) the 1.'1'. Services will be uninterrupted, timely, secure or error-free; (iii) the results that
may be obtained by the I.T. Services will be accurate or reliable.
7.3. Any material downloaded or otherwise obtained through the use of the I.T. Services is
accessed at Public Body's discretion and risk. Public Body will be solely responsible for
any damage to its computer system or loss of data that results from downloading of any
material.
8. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any
other person, for any consequential, incidental, direct, indirect, special, and punitive or other
damages arising out of this Agreement.
9. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance,
or nonperformance of this Contract involving or affecting the Parties may first be submitted to
County Director of Information Technology and Public Body's Contract Administrator for
possible resolution. County Director of Information Technology and Public Body's Contract
Administrator may promptly meet and confer in an effort to resolve such dispute. If they cannot
resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of
this Contract or their successors in office. The signatories of this Contract may meet promptly
and confer in an effort to resolve such dispute.
10. TERMINATION OR CANCELLATION OF AGREEM ENT.
10.1. Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services
described in the attached Exhibits, upon sixty (60) days written notice, if either Party
decided, in its sole discretion, to terminate this Agreement, for any reason including
convenience.
10.2. Early termination fees may apply to Public Body if provided for in the Exhibits.
10.3. The effective date of termination and/or cancellation shall be clearly stated in the written
notice. Either the County Executive or the Board of Commissioners is authorized to
terminate this Agreement for County under this provision. A termination of one or more
services which does not constitute a termination of the entire Agreement may he accepted
on behalf of County by its Director of Information Technology.
11. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may
immediately suspend 1.'1'. Services for any of the following reasons: (i) requests by law
enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or
illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and
conditions of this Agreement; or (iv) unexpected technical or security issues, The Hat to suspend
1.T. Services is in addition to the right to terminate or cancel this Agreement according to the
provisions in Section 10. County shall not incur any penalty, expense or liability if I.T. Services
are suspended under this Section.
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12. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or
rights under this Agreement without the prior written consent of the other Party.
13. NO EMPLOYEE-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be
construed as creating an employer-employee relationship between County and Public Body.
14. 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.
15. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue
or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights
with regard to any existing or subsequent breach of this Agreement. No waiver of any term,
condition, or provision of this Agreement, whether by conduct or otherwise, in one or more
instances shall be deemed or construed as a continuing waiver of any term, condition, or provision
of this Agreement. No waiver by either Party shall subsequently affect its right to require strict
performance of this Agreement.
16. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this
Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this
Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full
three.
17. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and
subsections contained in this Agreement are intended for the convenience of the reader and are not
intended to have any substantive meaning. The numbers, captions, and indexes shall not he
interpreted or be considered as part of this Agreement. Any use of the singular or plural, any
reference to gender, and any use of the nominative, objective or possessive case in this Agreement
shall be deemed the appropriate plurality, gender or possession as the context requires.
18. FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither
Party shall be liable to the other for any failure of performance hereunder if such failure is due to
any cause beyond the reasonable control of that Party and that Party cannot reasonably
accommodate or mitigate the effects of any such cause. Such cause shall include, without
limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars,
strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction,
action, or request of the United States government or of any other government. Reasonable notice
shall be given to the affected Party of any such event.
19. NOTICES. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid,
and addressed to the person listed below. Notice will be deemed given on the date when one of
the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is
sent express delivery service or personal delivery; or (iii) three days after mailing first class or
certified U.S. mail.
19.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County
Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan,
48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North
Telegraph Road, Pontiac, Michigan 48341.
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19.2. If Notice is sent to Public Body, it shall be addressed to: «Contract_Contaco>,
«Public_Body», «Street_Address» «City», «State» «Zip_Codc».
19.3. Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
20. GOVERNING LAW/CONSENT TO .JURISDICTION AND VENUE. This Agreement shall
be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise
required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising
under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of
Michigan, the 50th District Court of the State of Michigan, or the United States District Court for
the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of
the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth
above.
21. ENTIRE AGREEMENT.
21.1. This Agreement represents the entire agreement and understanding between the Parties
regarding the specific services described in the attached Exhibits. With regard to those
services, this Agreement supersedes all other oral or written agreements between the
Parties. 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.
21.2. County's Department of Information Technology may develop enhancements, upgrades,
additional capabilities, new products, and expanded services (collectively "New
Developments") which fall within one of the categories of I.T. Services described herein.
Provided these New Developments do not constitute entirely new categories of I.T.
Services, but fall within one of the categories identified in Section 1.10, the Exhibits to this
Agreement may be updated semi-annually to reflect the New Developments without further
action of the County Board of Commissioners or the Legislative Body of the Public Body.
21.3. The Parties acknowledge that there may exist between them other individual
intergovernmental agreements under which County provides other I.T. Services to Public
Body. If any such intergovernmental agreements exist, they are identified in Attachment
A, incorporated here by reference.
21.4. Until the expiration date set forth in any such individual intergovernmental agreement, with
respect to the services which are the subject of the agreement, the Parties shall abide by the
terms and conditions in the specific agreement. With respect to the services which are the
subject of the agreement, its terms and conditions shall take precedence over the terms and
conditions in this Agreement.
21.5. No later than forty-five (45) days before the expiration date of any such agreement,
provided that County states, in writing, that it is willing to continue to provide the LT.
SerVices to Public Body, and Public Body states, in writing, that it wishes to continue to
receive them, the Parties shall prepare a new Exhibit fully describing the I.T. Services. The
new Exhibit shall be attached to and incorporated into this Agreement without any other
action required by the Parties. At the expiration date set forth in any such individual
agreement, the terms and conditions of this Agreement shall govern the relationship of the
Parties and the manner in which the services described in the new Exhibit are provided and
received.
Page 10 of 10
LT. SERVICES - INTERLOCAL AGREEMENT
Octot. 25, 20120ctober 17. 2012000,er !I, 2012
21.6. 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.
Page 11 of 11
I.T. SERVICES - INTERLOCAL AGREEMENT
Octob,21 25, 20120et,11,1 17, 20120vtol,:: I, 2012
EXECUTED:
WITNESSED:
DATE:
DATE:
«Signer_», «Signer Title»
IN WITNESS WHEREOF, «Signer_» hereby acknowledges that he/she has been authorized by a
resolution of the «Public_Body», a certified copy of which is attached, to execute this Agreement on
behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this
Agreement.
«Witness», «Witness_Title»
IN WITNESS WHEREOF, Michael J. Ciingell, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby
accepts and binds Oakland County to the terms and conditions of this Agreement.
EXECUTED: DATE:
Michael J. Gingell, Chairperson
Oakland County Board of Commissioners
WITNESSED: DATE:
Bill Bullard, Jr., Clerk/Register of Deeds
County of Oakland
2011-0839/1T Services Inierlueal FINAL.docx
Page 12 of 12
I.T. SERVICES - INTERLOCAL AGREEMENT
Octobor 25, 25120anha 17, 201720,,,Ther 11. 21112
EXHIBIT I
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
INTRODUCTION
1. County will provide an I.T. Service where the general public can make payments for any
type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means
of a credit card or electronic check, utilizing the Internet.
2. County may provide the ability for the general public to initiate and maintain automatic
recurring payments to Public Body.
3. Fees for the I.T. Service are described in Service and Support Costs.
4. Public Body will be responsible for placing the URL provided by County onto their
website for this service.
5. If requested by Public Body, County will provide a single public web page that will
reside on County server(s) and include basic information with links to the I.T. Service for
Online Payments. County will not provide content management. County will provide
basic design template customization (header and colors) and minimal content (basic
contact information). URLs will have a G2Gcloud.com domain name. County has sole
discretion as to what may be placed on this one page website.
6. Public Body will include the URL in printed or electronic communications to the general
public regarding this service.
7. Public Body shall respond to all questions from the general public regarding payments.
County shall refer questions regarding the amount of payment due or owing to Public
Body.
8. County will provide Public Body with access to a password protected web site where
Public Body can issue credits and view daily, weekly, and monthly transaction activity of
payments processed through this I.T. Service.
9. The general public shall be required to pay County an Enhanced Access Fee to use this
I.T. Service. County will use Enhanced Access Fees to recover costs associated with this
I.T. Service.
10. The Enhanced Access Fee charged to the general public shall be an amount established
by County Board of Commissioners (MISCELLANEOUS RESOLUTION #07121,
County Board of Commissioner Minutes, May 24, 2007, p. 246) or as revised by County
Board of Commissioners.
11. The person making the payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the
Enhanced Access Fee. The payment to Public Body will be deposited in Public Body's
designated account. The funds for the Enhanced Access Fee will be deposited into an
account owned by County.
Page 1 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120clober I I, 2012
ONLINE PAYMENTS EXHIBIT I
SUPPORT
The I.T. Service will be supported by County's Information Technology (LT.) Department.
Public Body will designate two representatives to act as primary and secondary Points of Contact
with County.
SUPPORT SERVICES
Support services to be provided by County will include:
Service Access
Access to the I.T. Service is via an interne browser. The URL for the general public to
initiate the Online Payments service will be provided by County.
The URL for Public Body to view activity reports and to perform all administrative
functions and for the general public to maintain recurring payments will be provided by
County.
SUPPORT PROCEDURES
Points of Contact should use the following procedures to report a service support incident.
Service Center. I.T. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number or e-mail provided below. The Service
Center is staffed to provide support during County's normal business hours of 8:30 a.m. EST to
5:00 p.m. EST, Monday through Friday, excluding holidays. The Service Center can receive
calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as
unexpected service downtime or error messages. Depending on severity, outage reports received
outside of County's normal business hours may not be responded to until the resumption of
County's normal business hours.
Table 1: Service Center Information
Service Center Phone Number
Service Center Email Address
248-858-8812
servicecenter@oakgov.com
SERVICE AND SUPPORT COSTS
Online Payments will be provided to Public Body at no cost. However, Public Body shall not be
entitled to receive any cost recovery.
Public Body may choose to allow the general public to make scheduled automatic payments.
County passes on the cost it is charged from third parties to offer this service.
Page 2 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120ctober 11, 2012
ONLINE PAYMENTS EXHIBIT I
Table 2: Optional Service and Support Costs
Title Description Cost Payment Due
Automatic Payment Allows general public $550.00 per year. Annual payment due 60
Option to pay a set amount on days after receipt of
a recurring schedule to invoice
a Public Body.
Indicate below if Public Body chooses to have County provide the automatic payment option:
YES 0 NO
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service for the general public via the URL provided
by County on the web site owned by Public Body.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card and check processing entities used by County. The
names and contact information for these entities shall be provided by County. County shall
notify Public Body in advance of any changes to the third party entities.
Public Body shall provide County with all necessary bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed applications
needed to receive this I.T. Service. This license cannot be provided to any other party without
County's consent in writing.
Page 3 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120ctober 11, 2012
EXHIBIT 1
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
INTRODUCTION
1) County will provide an I.T. Service where the general public can make payments for any
type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of a
credit card or electronic check, utilizing the Internet.
2) Fees for the I.T. Service are described in Table 2, Support Costs.
3) County may provide the ability for the general public to initiate and maintain automatic
recurring payments to Public Body.
4) Public Body will be responsible for placing the URL provided by County onto their website
for this service.
5) If requested by Public Body, County will provide a single public web page that will reside on
County server(s) and include basic information with links to the LT. Service for Online
Payments. County will not provide content management. County will provide basic design
template customization (header and colors) and minimal content (basic contact information).
URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may
be placed on this one page website,
6) Public Body will include the URL in printed or electronic communications to the general
public regarding this service.
7) Public Body shall respond to all questions from the general public regarding payments.
County shall refer questions regarding the amount of payment due or owing to Public Body.
8) County will provide Public Body with access to a password protected web site where Public
Body can issue credits and view daily, weekly, and monthly transaction activity of payments
processed through this I.T. Service.
9) The general public shall be required to pay County an Enhanced Access Fee to use this I.T.
Service. County will use Enhanced Access Fees to recover costs associated with this I.T.
Service.
10) The Enhanced Access Fee charged to the general public shall be an amount established by
County Board of Commissioners (MISCELLANEOUS RESOLUTION #07121, County
Board of Commissioner Minutes, May 24, 2007, p. 246) or as revised by County Board of
Commissioners.
11) The person making the payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the
Enhanced Access Fee. The payment to Public Body will be deposited in Public Body's
designated account. The funds for the Enhanced Access Fee will be deposited into an
account owned by County.
Page 1 of 4
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120etober 17, 20120ctober 1,2012
ONLINE PAYMENTS EXHIBIT I
SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department.
Public Body will designate two representatives to act as a primary and secondary Points of
Contact with County.
SUPPORT SERVICES
Support services to be provided by County will include:
Service Access
Access to the I.T. Service is via an internet browser. The URL for the general public to
initiate the Online Payments service will be provided by County.
The URI, for Public Body to view activity reports and to perform all administrative
functions and for the general public to maintain recurring payments will be provided by
County.
SUPPORT PROCEDURES
Points of Contact should use the following procedures to report a service support incident.
Service Center. I.T. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number or e-mail provided below. The Service
Center is staffed to provide support during County's normal business hours of 8:30 a.m. EST to
5:00 p.m. EST, Monday through Friday, excluding holidays. The Service Center can receive
calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as
unexpected service downtime or error messages. Depending on severity, outage reports received
outside of County's normal business hours may not be responded to until the resumption of
County's noimal business hours.
Table I: Service Center Information
Service Center Phone Number 248-858-8812
Service Center Email Address servicecentergoakgov.com
SERVICE AND SUPPORT COSTS
Public Body is responsible for Service and Support Costs listed in tables 2 and 3 below. County will
invoice Public Body quarterly. The cost for the first quarter will be prorated based on the number of
months the LT. Service is provided. Payment is due 60 days after receipt of invoice. Invoice will be sent
by the last week of January, April, July and October of each year. County will calculate the final dollar
amount the Public Body owes at the end of each quarter as follows:
Page 2 of 4
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120ctober 17, 20120etober I I, 2012
ONLINE PAYMENTS EXHIBIT I
1. Enhanced Access Fees are divided between Public Body and County on a quarterly basis
based upon the actual costs incurred by County in the prior year. County shall list the
annual Enhanced Access Fee division on the www.G2Gcloud.com website.
2. County applies its share of the Enhanced Access Fees to operating costs.
3. County applies Public Body's share of Enhanced Access Fees to the maintenance cost
and recurring payment option, if used by Public Body.
4. Public Body pays the difference between Public Body's share of the Enhanced Access
Fees and the maintenance and recurring payment option, if chosen.
5. If after subtracting the County's share of Enhanced Access Fees and subtracting Public
Body's maintenance and recurring payment option costs, if applicable, there are
remaining Enhanced Access Fees, Public Body will receive a credit to be applied against
other LT. Services in this Agreement or a payment as follows:
50% of the Public Body's portion of Enhanced Access Fees after deducting
maintenance and recurring payment option, if chosen.
6. If Public Body receives a share of Enhanced Access Fees as described above, Public
Body chooses to:
fl Apply Enhanced Access Fees to other I.T. Services costs in this Agreement
fl Receive a payment from County by March 31 of the year in which Public Body is
eligible for payment.
To illustrate:
$4,000 Enhanced Access Fees Attributed to Public Body
X 43% County's costs deducted
$1,720 Remaining after County's costs deducted
($225) Account maintenance cost deducted
$ 1495 Remaining Enhanced Access Fees for distribution
X 50% Share of Enhanced Access Fees after costs
$ 747.50 Public Body Credit or Payment
Page 3 of 4
IT. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120ctober 17, 20120otober 11,2012
ONLINE PAYMENTS EXIIIBIT
Table 2: Service and Support Costs
Title Description Cost Payment Due
Account Allows Public Body to 1 $225.00 per quarter. Quarterly payment due
maintenance accept online 60 days after receipt of
payments from general invoice
public.
Public Body may choose to allow the general public to make scheduled automatic payments.
County passes on the cost it is charged from third parties to offer this service.
Table 3: Optional Service and Support Costs
Title Description Cost Payment Due
Automatic Payment Allows general public $137.50 per quarter. Quarterly payment due
Option to pay a set amount on 60 days after receipt of
a recurring schedule to invoice
a Public Body.
Indicate below if Public Body chooses to have County provide the automatic payment option:
fl YES LINO
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service for the general public via the URL provided
by County on the web site owned by Public Body.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card and check processing entities used by County. The
names and contact information for these entities shall be provided by County. County shall
notify Public Body in advance of any changes to the third party entities.
Public Body shall provide County with all necessary bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed applications
needed to receive this I.T. Service. This license cannot be provided to any other party without
County's consent in writing.
Page 4 of 4
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 20120ctober 17, 20120ctober 11, 2012
EXHIBIT VIII
I.T. SERVICES AGREEMENT
OVER THE COUNTER PAYMENTS
INTRODUCTION
1. County will provide an I.T. Service where the general public can make Over the Counter
Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic
tickets by means of a credit card.
2. Fees for the I.T. Service are described in Service and Support Costs.
3, Public Body shall respond to all questions from the general public regarding payments.
4. County will provide Public Body with access to a password protected web site where
Public Body can issue credits and view daily, weekly, and monthly transaction activity of
payments processed through this I.T. Service.
5. The general public shall be required to pay County a fee to use this I.T. Service. County
will use fees to recover costs associated with this I.T. Service.
6. The fee charged to the general public shall be an amount established by County Board of
Commissioners (MISCELLANEOUS RESOLUTION #07121, County Board of
Commissioner Minutes, May 24, 2007, p. 246) or as revised by County Board of
Commissioners.
7. The person making the payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the fee.
The payment to Public Body will be deposited in Public Body's designated account. The
fee will be deposited into an account owned by County.
SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department.
Public Body will designate two representatives to act as primary and secondary Points of Contact
with County.
SUPPORT SERVICES
Support services to be provided by County will include:
Service Access
Access to the I.T. Service is via a credit card reader provided by County attached to a
computer with a connection to an Internet website run by County.
The URL for Public Body to view activity reports and to perform all administrative
functions will be provided by County.
Page 1 of 2
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 2012
OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT VIII
SUPPORT PROCEDURES
Points of Contact should use the following procedures to report a service support incident.
Service Center. LT. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number or e-mail provided below. The Service
Center is staffed to provide support during County's normal business hours of 8:30 a.m. EST to
5:00 p.m. EST, Monday through Friday, excluding holidays. The Service Center can receive
calls to report LT. Service outages 24 hours a day, 7 days a week. Outages are defined as
unexpected service downtime or error messages. Depending on severity, outage reports received
outside of County's normal business hours may not be responded to until the resumption of
County's normal business hours.
Table 1: Service Center Information
Service Center Phone Number 248-858-8812
Service Center Email Address servicecentergoakgov.com
SERVICE AND SUPPORT COSTS
This service will be provided to Public Body at no cost.
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service for the general public via computer owned
by Public Body an on the premise of the Public Body. This computer may be operated by Public
Body staff or made available directly to the general public.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card processing entities used by County. The names and
contact information for these entities shall be provided by County. County shall notify Public
Body in advance of any changes to the third party entities.
Public Body shall provide County with all necessary bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed applications
needed to receive this I.T. Service. This license cannot be provided to any other party without
County's consent in writing.
Page 2 of 2
I.T. SERVICES - INTERLOCAL AGREEMENT
October 25, 2012
Resolution #12275 November 1, 2012
Moved by Hoffman supported by Jackson the resolutions (with fiscal notes attached) on the amended
Consent Agenda be adopted (with accompanying reports being accepted).
AYES: Crawford, Dwyer, Gershenson, Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long,
Matis, McGillivray, Middleton, Nash, Nuccio, Potts, Quarles, Runestad, Scott, Taub, Weipert,
Woodward, Zack, Bosnic, Covey. (25)
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).
(Ceiv
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY. EXECUTIVE
ACTING PURSUANT TO MCL. 45559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Bill Bullard Jr., 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 November
1, 2012, 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 1 st day of November, 2012.
pLe_o_
Bill Bullard Jr., Oakland County