HomeMy WebLinkAboutResolutions - 2013.08.01 - 20937MISCELLANEOUS RESOLUTION #13206 August 1,2013 BY: Finance Committee, Tom Middleton, Chairperson
IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY = MODIFICATIONS TO COMPREHENSIVE
LT. 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 #03279 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 #12275 dated November 1, 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 and Exhibits to enable it to make additional technology
services available to public bodies; and
WHEREAS the Information Technology Department has clarified the Service Support Costs in Exhibit V
Oaknet Connectivity to bill the Public Body for their share of the monthly cost of communication lines; and
WHEREAS a new I.T. Service, described in Exhibit IX Data Center Use and Services to provide space for
a Public Body's equipment at Information Technology to serve as a backup site for the Public Body; and
WHEREAS a few improvements are needed to the Interlocal Agreement to 1) revise the Introduction to
apply to all types of governmental entities such as road commissions, 2) add Data Use and Services; 3)
permit the Chairperson of the Board of Commissioners to sign amendments adding Exhibits previously
approved by the Board should a Public Body wish to add a service after the Agreement is executed and
4) clarify details such as where payments should be sent; and
WHEREAS Corporation Counsel has worked with the Department of Information Technology on all of
these revisions.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the
attached revised Exhibit V, and the revised Interlocal Agreement, with the changes show in redline, and
the new Exhibit IX , and authorizes the Chairperson of the Board of Commissioners to sign the revised
Interlocal Agreement with Exhibits for any Michigan Public Body that signs the Agreement.
Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution.
FINANCE COMMITTEE VOTE:
Motion carried on a roll call vote with Zack absent.
EXHIBIT V
I.T. SERVICES AGREEMENT
OakNet Connectivity
INTRODUCTION
COUNTY RESPONSIBILITIES
1. County shall provide, install, and maintain the network equipment and cable necessary to
deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to
the County's network (Oaknet) at Public Body's facilities and workstations. Oaknet
Connectivity permits Public Body to access I.T. Services that County has made available to
Public Body.
2. County shall provide Public Body with a private IP address range, subnet mask, and gateway
address for use by Public Body in configuring its internal network and to enable use of this
I.T. Service.
3. County shall provide a single port by which Public Body may connect its internal network to
OakN et
4. County shall use reasonable means to provide the LT. Service for the transmission of
information 24 hours a day, 7 days a week.
5. County and authorized Vendors shall present identification to Public Body for physical
access to the OakNet Connectivity equipment for emergencey service and scheduled
maintenance.
6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of
pending changes in its contract with its third party conection provider(s). If the County's
connection provider(s) is increasing costs, County shall provide Public Body with sufficient
information to determine if it wishes to continue receiving this I.T. Service,
PUBLIC BODY RESPONSIBILITIES.
I. Public Body shall provide adequate space and electrical power for the County to place
equipment, an equipment cabinet, and cable.
2. Public Body shall promptly provide County staff and authorized third party with physical
access to County equipment for emergeneey service and scheduled maintenance.
3. Public Body shall not mount any equipment in the County's equipment cabinet.
4. Public Body shall be responsible for configuring and maintaining Public Body's internal
network equipment and cabling. Internal network equipment shall include cables connecting
Public Body and County equipment.
Page 1 of 3
1.T. SERVICES - 1NIERLOCAL AGREEMENT
July 31, 2013
OakNet Connectivity Exhibit V
5. Public Body shall configure Public Body workstations and other equipment to operate
properly on the internal network, including assignment/configuration of the local IP
addresses, Network Address Translation (NAT), or Domain Name Services (DNS) and as
required to access this LT. Service.
6, If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early
termination of third party communication services provided by County on behalf of Public
Body.
7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration
or removal of County equipment and cable, when any of these changes arc initiated by or at
the request of Public Body, for any reason, including but not limited to relocation of
municipal offices, construction, renovation, and discontinuance of services
8. Public Body shall not attempt to access, configure, power cycle or connect to any County
equipment unless specifically directed to do so by authorized County Department of
Information Technology personnel or third party authorized by County,
9. Public Body shall designate two representatives to act as a primary and secondary Ponts of
Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the
Contract.
SUPPORT
The 1.T. Service will be supported by County's Information Technology (I.T.) Department.
SERVICE ACCESS
Service Center. 1.1'. 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.
Service Center Information
Service Center Phone Number 248-858-8812
Service Center Email Address servicecenter@oakgov.com
Page 2 of 3
LT. SERVICES - INTERLOCAL AGREEMENT
July 31, 2013
OakNet Connectivity Exhibit V
SERVICE SUPPORT COSTS
County will invoice Public Body monthly for the cost of the communication lines. These
charges will be based upon the rates set by the County's connection provider. County may
choose to waive any fees for qualified law enforcement departments and for Public Bodies
located within Oakland County.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use the County developed software
applications, if any, 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
July .3 1 , 2013
AGREEMENT FOR LT. SERVICES
BETWEEN
OAKLAND COUNTY
AND
«Publie_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» qState» «Zip_Code», ("Public Body"). County and Public Body may also be
referred to jointly as "Parties".
PURPOSE OF AGREEMENT. P ant to-th-Urhan Cooperation Act—o-Pi-9,76 , 1967 PA 7, IVICL
1211.504;p4-s, eq-.;County and Public Body enter into this Agreement for the purpose of providing
Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law.
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 «Public_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.
Page 1 of 2
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 2013July 30, 2013Jul0 16, 2013May "11, 201-3
1.6. Public Body Employee means without limitation, any employees, officers, directors,
members, managers, tnistees, 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,
andJor 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.
44,8, Data Center Use and Services means providing space for Public Body's
equipment in County's Data Center and access to electrical power and power back
up power.
Page 2 of 2
LT. SERVICES - INTERLOCAL AGREEMENT
July 30, 201320-13Ju[y-143
Service Center means the location of technical support and information
provided by County's Department of Information Technology (I t .)
Exhibits mean the following descriptions of LT. 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:
Exhibit II:
Exhibit III:
Exhibit IV:
Exhibit V:
Exhibit VI:
Exhibit VII:
Exhibit VIII:
Exhibit IX:
Online Payments
Pay Local Taxes
Web Publishing Suite
Internet Service
Oaknet Connectivity
Email Service
Health Portal
Over The Counter Payments
Data. Center Use and Services
2. COUNTY RESPONSIBILITIES.
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 1.1. 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 be 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 except for the LE Services
described in Exhibit IX Data Center Use and Services. Copies of scheduled
backups will be placed offsite for disaster recovery purposes.
Page 3 of 3
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30 20131nly 201-3
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.
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 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.
Service Center Phone Number 248-858-8812
Service Center Email Address servicecenteroakgov.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.
2.9. 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 be
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
Page 4 of 4
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 2013401y :0 201 July—I-6,2015May 24.-201-3
Body is responsible for ensuring the accuracy and currency of data contained within its
annliratinnc
3.3. Public Body shall follow County's I.T. Services requirements as described on G2G Cloud
Solutions web site. Public Body shall comply with 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 I.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. Have 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 I.T. 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 I.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 I.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
Page 5 of 5
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 2013fuly 30,2013July 16, 2-043May-24-2014
3.7.8.3. Email Address
3.7.8.4. Public Body Name
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.
37.8.7. Any notion 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.
3.10. 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 to the terms of the Agreernenther-eto 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 , except as specified below, .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. II ete Public
Body is a Court, a signature from the Chief Judge of the Court shall
approval by the Public - ody. Providing a resolution and minutes apply.
4.2, The Chairperson of ' Oakland County Board of Commissioners is authorized to sign
amendments to A;n.cuents for the purpose of adding a Service(s) Exhibit(s) that were
previously approved by the Board of Commissioners and defined in the executed
Agreement but are requested by Public Body after they approved the Agreement. The
amendment signed by the Board Chairperson under this Section must be sent to the
Election Division in the Clerk's Office to be filed with the Agreement once it has been
si gned by both Parties.
. 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 I.T. Services provided to Public Body under this Agreement, Public
Page 6 of 6
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 2013July 10, 241-3-31t4-1-6,20-1-344kry 21,141-3
Body shall reimburse County for all costs associated with compliance with the subpoena,
Court cIrder or Freedom of Information Act Request.
County shall provide Public Body with a detailed explanation of County's costs for I.T.
Services provided herein and/or statement describing any amounts owed to County. 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. Payment shall be sent to: Oakland County
Treasurers — Cash Acctg, Bldg 12 E 1200 N. Telegraph Rd Pontiac, MI 48341, along with
a copy of the invoice.
5.3. 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
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.
5.4. 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.
5.5. 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 a 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.
Page 7 of 7
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 20134t4y 30, 2044 ly 16, 2013May-24,,2043
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.
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 I.T. 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 AGREEMENT.
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
Page 8 of 8
1.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 2013kly-3-0201-3JuJy 16 0 y-24-2-01-3
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 be 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 I.T. 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 right to suspend
I.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.
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
force.
7. PRECEDENCE OF DOCUMENTS, in the event of a conflict between the terms of and
conditions of any of the documents that comprise this Agreement, the terms in the Agreement
shall prevail and take precedence over any allegedly conflicting terms in the Exhibits or other
documents that comprise this Agreement,
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
be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any
Page 9 of 9
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 20 1 31uly--30,20-1-3.July- 16, 0-1:20-1-3
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.
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.
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.
. 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.
If Notice is sent to Public Body, it shall be addressed to: «Contract Contact»,
«Public Body», «Street Address» «City», «State» «Zip_Code».
1, 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.
I 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.
ENTIRE AGREEMENT.
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.
Page 10 of 10
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 201334y 30, 2013.1uly 16, 2013, 4ay 24, ',OF+
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.
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.
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 1.1.
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.
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.
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. or:
IN WITNESS WHEREOF, «Signer_», Chief Judge hereby acknowledges that he/she has been
authorized to execute this Agreement on behalf of the Public Body (Court) and accepts and
binds the Public Body (Court) to its terms and conditions.
EXECUTED: DATE:
«Signer », «Signer Title»
WITNESSED: DATE:
«Witness», «Witness_Title»
IN WITNESS WHEREOF, Michael J. Gingell, 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. Gingen, Chairperson
Page 11 of 11
LT. SERVICES - INTERLOCAL AGREEMENT
July 30, 20 134-u4-f3 0, 213July I3, 2044,44.1,204-3
Oakland County Board of Commissioners
WITNESSED: DATE:
Oakland County Board of Commissioners
County of Oakland
42/1T Services In terlocal 0716] 3, docx14:1-Services-1-iitefl-e&al-1
Page 12 of 12
I.T. SERVICES - INTERLOCAL AGREEMENT
July 30, 2013July 30, 261-34ult 1-67-241-3May 24, 2013
EXHIBIT IX
SERNTICES AGREEMENT
DATA CENTER USE & SERVICES
INTRODUCTION
A. The County desires to make space available in its Data Center (as described below in
Section 1) to the Public Body to enable the Public Body to locate and install hardware
and software to support the general operations of the Public Body and/or to receive LT.
Services from the County (as defined in the Agreement, Section 1).
B. The Parties agree to the following terms and conditions regarding the use of space in the
Data Center:
LICENSE AGREEMENT
Use of County Property.
1.1. Description of Property. The County grants a License for use of square
feet of its property to the Public Body, which is described and illustrated in
Attachment A (hereinafter "Data Center"). Attachment A is incorporated by
referenced into this Exhibit and Agreement.
1.2. Use of Property. The Public Body shall only use the Data Center for the location and
installation of hardware and software (hereinafter "Equipment") to support the
general operations of the Public Body and to receive T.T. Services from the County.
I.T. Services are defined in Section 1 of the Agreement. The Public Body must
execute separate exhibits for other I.T. Services.
1.3. Length of Use/Termination. This Exhibit and use of the Data Center shall commence
upon full execution of this Exhibit and shall end when the Agreement terminates or
expires (whichever occurs first) pursuant to the Agreement. At the expiration or
termination of this Exhibit or Agreement (whichever occurs first), the Public Body
shall remove of all of its Equipment or personal property located in the Data Center
within thirty (30) days. If the Public Body does not remove its Equipment or personal
property within the thirty (30) day period, then the County shall remove and dispose
of the Equipment or personal property, including all data stored on the hardware at
the Data Center and bill the Public Body for all costs associated with the removal and
disposal of the Equipment or personal property. The costs associated with the
removal and disposal of the Equipment or personal property are in addition to the
License Fee or other costs or fees set forth in this Agreement.
1.4. No Termination Fee. Except for the costs set forth in this Exhibit, there is no fee for
the termination of this Exhibit.
Page 1 of 8
I.T. SERVICES - INTERLOCAL AGREEMENT
July31, 2013
DATA CENTER USE & SERVICES - EXHIBIT IX
1.5. License Fee/Costs. The Public Body understands and accepts that the Oakland
County Board of Commissioners sets the "gross square footage rental rate" for all
Oakland County property on October 1 st of every year. This "gross square footage
rental rate," set by the Oakland County Board of Commissioners, shall be the license
fee for this Exhibit (hereinafter "License Fee"). The License Fee is in effect from
October l' until September 30 th of the following year. The License Fee in effect upon
execution of this Exhibit is ($
per square foot per year, payable in quarterly installments of
($ ). During the term of this Exhibit or any extension thereof, on each
October 1, the License Fee will be adjusted up or down by the County, based upon
the "gross square footage rental rate" set by the Oakland County Board of
Commissioners. The License Fee is payable, in advance, on a quarterly basis
(January 1, April 1, July 1, and October 1) as set forth in the Agreement. If this
Exhibit commences upon a date other than the first day of a quarter, then the License
Fee shall be pro-rated per day. Other costs or fees due under this Exhibit shall be
payable as set forth in the Agreement.
1.6. Signs. The Public Body shall not place any signs or advertisements on or around the
Data Center or on the building where the Data Center is located without the prior
written consent of the County's Director of Facilities Management or his/her
successor and the County's Director of Information Technology or his/her successor.
l .7. The Public Body shall keep the Equipment and any other personal property located or
stored at the Data Center in good order and repair. The Public Body shall conduct its
operations at the Data Center, so as not to cause harm to the Data Center and keep it
in good order and repair and in a clean, safe, and healthful condition.
1.8. Alterations, Additions or Improvements. The Public Body shall not make any
alternations, additions, improvements or changes to the Data Center, unless prior
written approval is given by the County's Director of Facilities Management or
his/her successor and the County's Director of Information Technology or his/her
successor. Any alterations, additions, improvements or changes to the Data Center,
requested by the Public Body to facilitate the installation and operation of its
Equipment and approved by the Directors in the previous sentence, shall be
performed by the County or contractor's authorized by the County's Director of
Facilities Management or his/her successor; provided however, that the Public Body
shall be responsible for all costs associated with the alterations, additions,
improvements, or changes to the Data Center. The costs associated with the
alterations, additions, improvements, or changes shall be in addition to the License
Fee set forth in this Exhibit or other costs or fees set forth in this Agreement.
1.9. The Public Body acknowledges that it had the opportunity to inspect the Data Center
and accepts the Data Center AS IS.
Page 2 of 8
I.T. SERVICES -INTERLOCAL AGREEMENT-EXHIBIT IX
July 17, 2012
DATA CENTER USE & SERVICES - EXHIBIT IX
1.10. The Public Body shall leave the Data Center in the same condition that the Public
Body found it and clean of all rubbish.
2. Public Body Responsibilities.
2.1. The Public Body shall provide all Equipment to be located in the Data Center and
shall provide the County with all building, electrical, networking or other
specifications required for the installation and operation of the Equipment. The
Public Body (and not the County) shall be responsible for the installation, operation,
maintenance, repair and replacement of the Equipment and shall be responsible for all
costs associated with the installation, operation, maintenance, repair and replacement
of the Equipment; provided however, a County employee or agent may accompany
the Public Body Employee, at all times, during the installation, maintenance, repair
and replacement of the Equipment at the Data Center.
2.2. The Equipment located in the Data Center shall remain the personal property of the
Public Body.
2.3. The Public Body and the Public Body Employee shall not in any manner hold
themselves out to be agents, volunteers or employees of the County.
2.4. The Public Body is responsible for and shall obtain, at its sole expense, all necessary
licenses, permits, and other governmental approvals that are necessary for use of the
Data Center.
2,5. Authorized Public Employees. The Public Body shall provide a written list, to the
County, of persons who are authorized, by the Public Body, to have remote access to
the Equipment located or stored in the Data Center and of persons who are
authorized, by the Public Body, to have physical access to the Equipment located or
stored in the Data Center.
2.6, Points of Contact. The Public Body shall designate individuals to act as primary and
secondary Points of Contact with County. The responsibilities of these Points of
Contact are set forth in Section 3 of the Agreement.
2.7. Software/Application Licenses. The Public Body is responsible for obtaining,
maintaining, and paying for all software/application licenses for the Equipment
located or stored at the Data Center.
3. County Responsibilities.
3.1, Utilities. The County shall provide all utilities, including gas, electricity, heat, and air
conditioning, necessary to operate the Public Body's Equipment located in the Data
Center. The utility costs are contained in the License Fee; provided however, that the
Public Body shall be responsible for all costs associated with the connection to the
utilities and for all costs associated with any alterations, improvements or changes to
Page 3 of 8
I.T. SERVICES - INTERLOCAL AGREEMENT—EXHIBIT IX
July 17, 2012
DATA CENTER USE & SERVICES - EXHIBIT IX
the electrical/heating and cooling systems of the Data Center that are required
because of the installation and operation of the Public Body's Equipment. The costs
associated with the utility connections, alternations, improvements, or changes shall
be in addition to the License Fee set forth in this Exhibit or other costs or fees set
forth in this Agreement. THE COUNTY DOES NOT WARRANT THAT THE
DATA CENTER WILL HAVE UTILITIES/POWER/ELECTRICITY 100% OF
TIME DURING 'HIE TERM OF THIS EXHIBIT.
3.2. Security. The County will use its best efforts to ensure that the Data Center is a
secure facility and protected from power outages through back-up power sources or
generator power.
3,3. Physical and Network Connections. The County shall provide the physical and
network connections for the Equipment located in the Data Center, according to the
specifications provided by the Public Body. The terms, conditions and costs for
providing these connections shall be set forth in another exhibit to the Agreement,
specifically Exhibit V to the Agreement. The costs for these connections are not
contained in the License Fee.
3,4. Backup and Disaster Recovery. Notwithstanding any other provisions in the
Agreement to the contrary (specifically Section 2.4 of the Agreement), the County
will not provide and perform, through this Exhibit, backup and disaster recovery
services for the Public Body's Equipment located in the Data Center and for data that
resides on the Public Body's Equipment located in the Data Center. If the Pubic
Body desires or requires backup or disaster recovery services, then the Public Body
shall contact the County and request such services. The County will inform the
Public Body if it is able to perform the requested services. If the County is able to
provide the services, then the County will inform the Public Body of the extra cost
associated with the services and the terms and conditions of the services. The Parties
shall enter into a separate written agreement for the services.
3.5. Support Procedure/Service Center. LT. Service incidents requiring assistance from
the County must be reported to the Service Center, by the Points of Contact, to the
phone number or e-mail provided below. 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. Service Center Phone
Number: 248-858-8812 & Service Center Email Address:
serviceeenteroakgov.com .
4. Access to Data Center/Security. The Public Body and Public Body Employees, who arc
on the list submitted to the County pursuant to Section 2.5 of this Exhibit, shall have access
Page 4 of 8
LT. SERVICES - INTERLOCAL AGREEMENT---EXITIBIT IX
July 17, 2012
DATA CENTER USE & SERVICES - EXHIBIT IX
to the Data Center 24 hours a day/7 days a week. The Public Body and the Public Body
Employees shall comply with all County policies and procedures for access to the Data
Center and the building that houses the Data Center. The County, at its cost, will provide
identification cards for Public Body Employees to enter the Data Center and the building
that houses the Data Center. The Public Body Employees may be subject to security or
background checks, at the County's sole cost and discretion. In its sole discretion, the
County may deny access to the Data Center to any Public Body Employee.
5. Assurances/Liability.
5.1. Damage to County Property. The Public Body shall be responsible for any damage to
any County property or facilities that is caused by the Public Body or Public Body
Employees. If damage occurs, the County shall make the necessary repairs and/or
replacements or cause a third party to make the necessary repairs or replacements;
provided, however, that the Public Body shall reimburse the County for all costs
associated with repairing and/or replacing the damaged property or facilities. The
costs contained in this Section are in addition to the License Fee or other costs or fees
set forth in this Agreement.
5.2. Damage to Public Body's Equipment. The Public Body shall be solely liable and
responsible for any loss or damage resulting from fire, theft or other means to the
Public Body's Equipment or other personal property located, kept, or stored at the
Data Center. The County shall not insure the Equipment or other personal property
of the Public Body that is located or stored at the Data Center. The Public Body, in
its sole discretion, may insure the Equipment or other personal property located at the
Data Center.
5.3. Claims or matters arising out of this Exhibit are also governed by the terms and
conditions contained in the Agreement.
6. Insurance.
6.1. The Public Body shall provide and maintain, at its expense, all insurance as set forth
below. The insurance shall he written for not less than any minimum coverage herein
specified.
6.1.1. Commercial General Liability Insurance Occurrence Form including: a)
Premises and Operations; b) Products and Completed Operations (including On and
Off Premises Coverage); c) Personal and Advertising Injury d) Broad Form
Property Damage e) Independent Contractors; f) Broad Form Contractual including
coverage for obligations assumed in this contract;
$1,000,000 — Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$1,000,000 — Products & Completed Operations Aggregate Limit
Page 5 of 8
LT, SERVICES - TNTERLOCAL AGREEMENT EXHIBIT IX
July 17, 2012
DATA CENTER USE & SERVICES - EXHIBIT IX
$2,000,000 — General Aggregate Limit
$500,000 — Fire Damage Limit (Any One Fire)
6.1.2. Fire Legal Liability Insurance with limits of $1,000.000 each accident, covering
the personal and real property of Oakland County's IT building/Data Center.
6.1.3. Workers' Compensation Insurance with limits statutorily required by any
applicable Federal or State Law and Employers Liability insurance with limits of no
less than $500,000 each accident, $500,000 disease each employee, and $500,000
disease policy limit.
6.1.4. Commercial Umbrella/Excess Liability Insurance with a minimum limits of
$2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less
than following form of primary coverages or broader.
6.1.5. Commercial Property Insurance. The Public Body shall be responsible for
obtaining and maintaining insurance covering their equipment and personal property
against all physical damage.
6.2. General Insurance Conditions: The aforementioned insurance shall be endorsed, as
applicable, and shall contain the following terms, conditions, and/or endorsements.
All certificates of insurance shall provide evidence of compliance with all required
terms, conditions and/or endorsements.
6.2.1. All policies of insurance shall be on a primary, non-contributory basis with any
other insurance or self-insurance carried by the County;
6.2.2. The insurance company(s) issuing the policy(s) shall have no recourse against the
County for subrogation, premiums, deductibles, or assessments under any form;
6.2.3. Any and all deductibles or self-insured retentions shall be assumed by and be at
the sole risk of the Lessee;
6.2.4. All policies, with the exception of Workers' Compensation, shall be endorsed to
name the County as additional insured;
6.2.5. All policies shall be endorsed to provide a written waiver of subrogation in favor
of County;
6.2.6. The Public Body shall require their contractors, or sub-contractors not protected
under the Public Body's insurance policies, to procure and maintain insurance with
coverages, limits, provisions, and/or clauses equal to those required in this
Agreement;
6.2.7. Certificates of insurance must be provided no less than ten (10) working days
prior to commencement of this Agreement and must bear evidence of all required
terms, conditions and endorsements; and
Page 6 of 8
I.T. SERVICES - INTERLOCAL AGREEMENT—EXHIBIT IX
July 17, 2012
DATA CENTER USE & SERVICES - EXHIBIT IX
6.2.8. All insurance carriers must be licensed and approved to do business in the State of
Michigan and shall have and maintain a minimum A.M. Best's rating of A.
7. Destruction of Data Center/Building Housing Data Center.
7.1. Except as otherwise provided herein, in the event, that the building that houses the
Data Center is partially or entirely damaged or destroyed as a result of the Public
Body's actions/nonactions or the actions/nonactions of the Public Body Employees,
the County shall repair the damage or destruction; however, the Public Body shall be
responsible for all costs associated with repairing damage or destruction of the Data
Center or the building that houses the Data Center, unless such damage or destruction
is covered and paid for by the County's insurance, in which case the Public Body
shall reimburse the County for any deductible it must pay in connection with the
damage or destruction. The costs contained in this Section are in addition to the
License Fee or other costs or fees set forth in this Agreement.
7.2. In the event that more than thirty-five (35%) percent of the building which houses the
Data Center is damaged or destroyed by fire or other casualty, then the County may
elect to either repair or rebuild the building or to terminate this Exhibit by giving
written notice to the Public Body within ninety (90) days after the occurrence of such
damage or destruction. The Public Body will have ninety (90) days from the date of
the notice to vacate the Data Center,
7.3. In the event the building which houses the Data Center is partially damaged or
destroyed by fire or other casualty and such event is not addressed by Sections 7,1 or
7.2, the County shall use its best effort to promptly repair or rebuild the building. In
the event the building cannot be repaired or rebuilt within one hundred eighty (180)
days after such destruction, the Public Body shall have the right to terminate this
Exhibit and vacate the Data Center within ninety (90) days after the occurrence of
such damage or destruction.
7.4. In no event shall County be required to repair or replace any property of the Public
Body.
8. Freedom of Information Act. The Parties agree and acknowledge that the data which
resides on the Equipment located or stored in the Data Center is not a "writing" as defined
by the Freedom of Information Act, MC1_, 15.231, et seq., because the data does not contain
any meaningful content in the format possessed by the County. MCL 15.232(i). Under the
Act, the County is not required to create a compilation, summary or report of information it
possess. MCL 15.233(4)
9. Survival. Sections 1.3, 5, 6 and 7 of this Exhibit and the duties and obligations contained
herein shall survive the expiration or termination of this Exhibit and Agreement.
Page 7 of 8
I.T. SERVICES - INTERLOCAL AGREEMENT—EXHIBIT IX
July 17, 2012
DATA CENTER USE & SERVICES - EXHIBIT IX
10. Eminent Domain. If the whole building which houses the Data Center is taken by any
public authority under the power of eminent domain, then this Exhibit shall be terminate on
the day the public authority takes possession of the whole building. If less than the whole,
but more than thirty-five percent (35%) of the building is taken by any public authority
under the power of eminent domain, then either Party may terminate this Exhibit upon
thirty (30) days written notice to the other Party. In the event neither Party elects to
terminate this Exhibit, then the Exhibit shall terminate on the date the public authority takes
possession of the building. Neither Party shall have any future liability or obligation under
the Exhibit if it is terminated under this Section.
11 No Interest in Property. This Exhibit and Agreement shall not create and is not intended
to create any right, title or interest in Data Center or any portion thereof. Public Body has
no title in and to the Property or any portion thereof and has not, does not, and will not
claim any such title or any easement over the Property.
Page 8 of 8
I.T. SERVICES - 1NTERLOCAL AGREEMENT —EXHIBIT IX
July 17, 2012
Resolution #13206 August 1, 2013
Moved by Middleton supported by Quarles the resolution be adopted.
Discussion followed.
Moved by Middleton supported by Quarles to amend the Content of the Agreement for I.T. Services
Between Oakland County and (Public _Body).
Vote on amendment:
AYES: Gershenson, Gingell, Gosselin, Hoffman, Jackson, Long, Matis, McGillivray, Middleton,
Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford,
Dwyer. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the amendment carried.
Vote on resolution, as amended:
AYES: Gingell, Gosselin, Hatchett, Hoffman, Jackson, Long, Matis, McGillivray, Middleton,
Quarles, Runestad, Scott, Spisz, Taub, Weipert, Woodward, Zack, Bosnic, Crawford, Dwyer,
Gershenson. (21)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolution, as amended, was adopted.
I HEREBY APPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, 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 August 1,
2013, 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 August, 2013.
‘9767(4'
Lisa Brown, Oakland County