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HomeMy WebLinkAboutResolutions - 2017.09.28 - 23132MISCELLANEOUS RESOLUTION #17263 September 28, 2017 BY: Commissioner Thomas Middleton, Chairperson, Finance Committee 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 indicated 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 eGovernment program by approving the Access Oakland fee structure in Miscellaneous Resolution #03279 dated October 16, 2003; Miscellaneous Resolution #07121 dated May 10, 2007; Miscellaneous Resolution #13152 dated June 13, 2013 and Miscellaneous Resolution #16274 dated October 6, 2016; and WHEREAS the Department of Information Technology currently has Interlocal Agreements with public bodies to provide LT. Services which were approved by the Board of Commissioners in Miscellaneous Resolution #17034 dated February 15, 2017, which contains Exhibits describing the 1.T. Services of Online Payments, Over the Counter Payments, Pay Local Taxes, Jury Management System, Web Publishing Suite, Remedial Support Service, Data Center Use & Services, Oaknet Connectivity, Internet Service, CLEMIS, ArcGIS Online, Data Sharing, and Pictometry Licensed Products; 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 IT Security Advice and Collaborative Asset Management System (CAMS) 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 IT. Services based upon their needs; and WHEREAS the municipalities signing the attached Interlocal Agreements may be charged maintenance and support fees based on the I.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. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached I.T. Services Interlocal Agreement offering the I.T. Services of Online Payments, Over the Counter Payments, Pay Local Taxes, Jury Management System, Web Publishing Suite, Remedial Support Services, Data Center Use & Services, Oaknet Connectivity, Internet Service, CLEMIS, ArcGIS Online, Data Sharing, Pictorrietry Licensed Products, Security Best Practices Advice and Collaborative Asset Management System (CAMS) 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. FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. ommissioner Thomas Middleton, District #4 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. AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the ("Public Body"). County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("LT. 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. Affreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean 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 Public Body, or for which County or Public Body 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. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. 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. 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Page 1 of 12 LT. SERVICES - INTERLO CAL AGREEMENT MR 17- /2017 1.6. Public Body means the INSERT 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, its Board, 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 T.T. Services. 1.7. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any 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. 1.8. 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. 1.9. LT. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.92. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on-premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage a public web presence using standard County technologies and platforms, template- based solutions, semi-custom website designs, content management, and/or support services. 1.9.6. Data Center Use & Services means providing space for Public Body's equipment in County's Data Center and access to electrical power and backup power. 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 1.9.8. 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. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high- resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of IT. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: O Exhibit I: O Exhibit II: O Exhibit III: O Exhibit IV: O Exhibit V: El Exhibit VI: O Exhibit VII: O Exhibit VIII: Online Payments Over The Counter Payments Pay Local Taxes Jury Management System Web Publishing Suite Remedial Support Services Data Center Use and Services Oaknet Connectivity Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 Exhibit IX: El Exhibit X: El Exhibit XI: El Exhibit XII: El Exhibit XIII: El Exhibit XIV: o Exhibit XV: Internet Service CLEWS AreGIS Online Data Sharing Pictometry Licensed Products Security Best Practice Advice Collaborative Asset Management System (CAMS) 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the LT. Services selected above 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 provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 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 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 lead time 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 periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR17- /2017 15. 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.) 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as-needed basis or as set forth in an Exhibit to this Agreement. 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, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. 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 servicecentergoakgov.com Service Center Website https://sc.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. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed on the County's website. County will provide notice when it becomes aware of changes to the terms and conditions of these agreements. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body shall immediately notify County of any unauthorized use of the 1.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, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 3.3. Public Body shall follow County's LT. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. 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 LT. 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. 3,52 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 which are created by or primarily funded by state or local authority. 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. Public Body must require an entity receiving 1.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 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 and locations mutually agreed upon by County and Public Body. 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 Telephone Number 3.7.8.3. Email Address Page 6 of 12 1.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 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. 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. 3.10. LT, service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, 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. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, 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 terms of the Agreement. 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 is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 identifying, producing or testifying regarding such data or information. County may waive this requirement in its sole discretion. 5.3. County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein and/or a statement describing any amounts owed to County. Public Body shall 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 along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 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 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 or at law 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. 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. 6.4. 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. 6.5. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- 12017 immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of governmental immunity for either Party. 6.6. 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. 6.7. 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. USE OF CONFIDENTIAL INFORMATION 7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to the County or to a Public Body Employee not having a legitimate need to know the Confidential Information, or to any third-party. County and Public Body Employees shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information which can establish by legally sufficient evidence: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.2. Within live (5) business days' receipt of a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 8. DISCLAIMER OR WARRANTIES. 8.1. 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, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non- infringement. 8.2. 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; nor (iii) the results that may be obtained by the 1.T. Services will be accurate or reliable. 8.3. Any material or data 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. 9. 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. 10. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, perfaiinance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 County's Director of Information Technology and Public Body's Agreement Administrator for possible resolution. County's Director of Information Technology and Public Body's Agreement 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 11. TERMINATION OR CANCELLATION OF AGREEMENT. 11.1. Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. 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 of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend 1.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 Section11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. 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. 14. NO EMPLOYEE-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee-employer relationship between County and Public Body. 15. 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. 16. 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. 17. 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. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 18. 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. 19. 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 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. 20. 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. 21. NOTICE.. 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: (1) 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. 21.1. 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. 21.2. If Notice is sent to Public Body, it shall be addressed to: 21.3. Either Party may change the individual to whom Notice is sent andJor the mailing address by notifying the other Party in writing of the change. 22. 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. 23. ENTIRE AGREEMENT. 23.1. 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. Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 23.2. 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 Smith hereby acknowledges that he/she has been authorized by a resolution of the 1 Sample City, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: 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. Gingell, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17- /2017 EXHIBIT XIV LT. SERVICES AGREEMENT SECURITY BEST PRACTICES ADVICE INTRODUCTION Public Body may request from County Security Best Practices Advice to enhance their network security posture. This may include information on the CYSAFE assessment tool utilized by County to evaluate security vulnerabilities as well as other cyber security tools. COUNTY RESPONSIBILITIES County shall provide advice with any, and all, of the following: • Share evaluation tools used by County, such as CYSAFE to provide a guideline of security strengths and weaknesses. • Discuss common security threats as well as recent threats. • Explain County's experience with different security tools. • Reference contracts for cyber security enhancement available in the G2GMarketPlace. PUBLIC BODY RESPONSIBILITIES Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (IT.) Department. SERVICE ACCESS 1. Persons Authorized to Request Security Best Practices Advice. Only the Points of Contact or the highest elected or appointed official of Public Body, may request services under this Exhibit. 2. Requests for Service. Requests for Security Best Practices, unless done in conjunction with a grant program of the State of Michigan, must be made to the County's Chief Information Security Officer (CISO) to the phone number or e-mail provided below. Service Request Information Phone Number 248-858-5255 Email Address burrowsc@oakgov.com SERVICE SUPPORT COSTS Public Body shall be responsible for the actual costs incurred by County associated with providing Security Best Practices Advice, including the hourly rate for persons providing the services. The County IT Department shall invoice Public Body for such costs. The invoice shall contain a summary of the services and costs incurred by County. Public Body shall pay the invoice at the location and within the time stated in the Agreement. The County IT Department Page 1 of 2 I.T. SERVICES AGREEMENT - EXHIBIT XIV BOC Approval: EXHIBIT XIV I.T. SERVICES AGREEMENT SECURITY BEST PRACTICES ADVICE will waive up to eight (8) hours of actual costs, for Security Best Practices Advice done in conjunction with a State of Michigan grant program. For all other Security Best Practices Advice, the County IT Department may waive these costs or a portion thereof in its discretion. Page 2 of 2 I.T. SERVICES AGREEMENT - EXHIBIT XIV HOC Approvai: EXHIBIT XV I.T. SERVICES AGREEMENT COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS) INTRODUCTION The purpose of the Collaborative Asset Management System ("CAMS") LT. Service is for County to provide Public Body with use of the CAMS together with related training and other related services, as needed. The CAMS will provide for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS (herein referred to as "participating governmental entities") within the County of Oakland in order to promote the effective maintenance and care of these assets. County entered into an agreement with Azteca Systems LLC that permits County to deploy Cityworks Software and Related Materials to Public Body. The Public Body will need access to and use of the Cityworks Software and Related Materials to use and participate in the CAMS. The Parties desire for Public Body to be authorized to access and use Cityworks Software and Related Materials as specified in the Azteca Master Purchase Agreement (Contract # 004921), which can be found on the Oakland County Purchasing Website (https://www.oakgov.com!purchasing) at the 'Contract Public Search' link or provided to Public Body upon request. 1.0 COUNTY RESPONSIBILITIES 1.1 County will host, support, and make available to Public Body the CAMS and will provide training and service as appropriate in accordance with the terms in this Exhibit and the Agreement for I.T. Services between Oakland County and Public Body (hereinafter the "Agreement"). 1.2 County will allow Public Body to access the CAMS via an interne. browser. County will provide Public Body with a secure intemet-based application and an application login for use on computing hardware that is to be provided by Public Body as part of its own computer system. 1.3 County will provide CAMS administration and configuration services that are common and universal to all participating governmental entities. County may also provide Public Body with access to administration tools that will allow Public Body to make customizations to its specific workflow templates. 1.4 County will maintain current Cityworks Software licensing and maintenance fees, except where this commitment is in conflict with the termination clauses specified in this Exhibit or the Agreement. 1.5 County will maintain the CAMS hardware environment consistent with the recommended specifications provided by Azteca Systems LLC to support the Cityworks Server. Revised August, 2017 I.T. SERVICES AGREEMENT — EXHIBIT XV Page 1 1.6 County will provide CAMS Administrator training to Public Body on an as-needed basis. Whenever possible, training will be provided in a group setting at the Oakland County Information Technology Building in Waterford Township, Michigan. Training materials may be provided as necessary to assist in the education process. 1.7 Upon termination of this Exhibit or the Agreement and after Public Body has paid all of the CAMS costs/fees due and owing to County as provided in this Exhibit, County will provide Public Body with all of Public Body's records, data, database tables, and database schemas contained in the CAMS, in a format agreed upon by both Parties. 1.8 County will send written notification to Public Body if Public Body fails to keep its data reasonably up to date. Public Body must bring its data reasonably up to date within 90 days after County sends the written notification, otherwise County may revoke Public Body's access to the CAMS until Public Body's data is brought reasonably up to date. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body shall make payments to the County in accordance with the temis set forth in this Exhibit. 2.2 Public Body shall maintain interne browser version consistent with the County's standards. 2.3 Public Body shall maintain the security of its data and its system security. 2.4 Public Body will be responsible for ensuring that computers accessing the CAMS meet the minimum system requirements as defined on the Azteca Systems LLC website. 23 Public Body shall be responsible for customizations to Public Body specific workflow templates by using the administration tools provided by County. 2.6 Public Body warrants that it will use best efforts to ensure the currency and accuracy of the data it provides for use in the CAMS. 2.7 Public Body shall monitor access to the CAMS and limit access to data to authorized individuals only. 2.8 Public Body shall not distribute data belonging to other governmental entities. However, distribution of Public Body's data is at the discretion of Public Body. 2.9 Public Body shall cooperate in investigations of potential misuse of the CAMS, Cityworks Software and Related Materials, or data. Revised August, 2017 I.T. SERVICES AGREEMENT — EXHIBIT XV Page 2 2.10 Public Body shall maintain a unique password in the County's Identity and Access Management (IAM) user store by self-registering in the Service Center. 2.11 Public Body shall immediately route communications, including Freedom of Information Act ("FOIA") requests, made by the public to the governmental entity that owns the infrastructure in question, also known as the "Asset Owner" as indicated in the CAMS data. 2.12 Public Body shall cooperate with other participating governmental entities in the use of the CAMS. 2.13 Public Body shall designate one representative to act as a primary point of contact and "CAMS Administrator," whose responsibilities will include: 2.13.1 Direct coordination and interaction with County staff; 2.13.2 Knowledge and access to log incidents within the Service Center; 2.13.3 Providing "initial support services" to Public Body CAMS users prior to logging a Service Center Incident with the Service Center; 2.13.4 Communication with other CAMS users within Public Body; 2.13.5 Attending appropriate training classes; 2.13.6 Requesting CAMS technical support from the Service Center; and 2.13.7 Application testing in conjunction with County enhancements and upgrades. 2.14 In the event of termination or cancellation by Public Body pursuant to the terms in the Agreement: 2.14.1 Public Body's notice of termination does not relieve the Public Body of any of its financial obligations to the County as provided in this Exhibit, which include, but are not limited to, Public Body's obligation to pay any annual fee, prorated up to the date of termination that becomes due and owing to the County during the termination notice period. 2.14.2 Unless otherwise stated in this Exhibit or the Agreement, Public Body shall have the right to continue to use the CAMS during the termination notice period and, provided Public Body is current with its payments to County, the County shall continue to provide the services described in this Exhibit through the date of termination. This paragraph does not impair or affect the County's right to suspend I.T. Services as provided in the Agreement. 3.0 CAMS APPLICATION MAINTENANCE & AVAILABILITY 3.1 County reserves the following scheduled maintenance windows to performCAMS maintenance activities: Monday — Friday: 5:00 a.m. to 7:00 a.m. Revised August, 2017 I.T. SERVICES AGREEMENT — EXHIBIT XV Page 3 3.2 As necessary, a group of CAMS Administrators from various participating governmental entities will be enlisted to test upgrades that will eventually be deployed to the entire CAMS user community. This group may be asked to test at their office location or at County. 4.0 CAMS AUDITING 4.1 County may conduct scheduled and unscheduled audits of user maintained CAMS data to ensure integrity and reliability. 4.2 County may conduct scheduled and unscheduled security audits of the CAMS to ensure system security is maintained. 4.3 County may audit the usage of the CAMS to ensure Public Body compliance with the Azteca Master Purchase Agreement. 5.0 SUPPORT 5.1 The CAMS will be supported by County's Information Technology (LT.) Depai tment, as described in the Agreement and as further described below. 5.2 Service Center Response Times 521 Service Center incidents are prioritized based on impact and urgency. For High priority incidents, the target acknowledgement time is within 30 minutes during normal business hours and the target resolution time is within 4 business hours. For Normal priority incidents, the target acknowledgement time is within 2 business hours and the target resolution time is within 2 business days. 522 If for any reason a problem cannot be resolved within the target resolution time, a weekly status report will be provided (via email) until an adequate resolution is found. 5.3 Knowledge Documents/Information Resources 53.1 Service Center will maintain knowledge documents that provide support for common questions. New common questions will be posted to the knowledge documents on a regular basis. 5.4 Onsite Support 5:4.1 County will provide onsite support to Public Body on an as-needed basis and at County's discretion. Onsite support visits can be up to four hours long and must be scheduled one week before the onsite visit. Public Body shall contact the Service Center to schedule an onsite support visit. Revised August, 2017 I.T. SERVICES AGREEMENT — EXHIBIT XV Page 4 5.5 Incident Reporting 55.1 In addition to the incident reporting procedures and requirements in the Agreement, Public Body shall also state that the incident is regarding the "CAMS" and, if possible, the specific module and/or incident category to which the incident is associated, as provided below: 5.5.1.1 Application.CAMSAccess : CAMS Access support 5.5.1.2 Application.CAMS.Designer : CAMS Designer support 5.5.1.3 Application.CAMS.Inbox : CAMS Inbox support 5.5.1.4 Application.CAMS. Inspection : CAMS Inspection support 5.5.1.5 Application.CAMS.Mapping : CAMS Mapping support 5.5.1.6 Application.CAMSOther : CAMS General support 5.5.1.7 Application.CAMS.Permitting: CAMS Permit support 5.5.1.8 Application.CAMS.Reporting: CAMS Reporting support 5.5.1.9 Application.CAMS.Service Request : CAMS Service Request support 5.5.1.10 Application.CAMS.Storeroom : CAMS Storeroom support 5.5.1.11 Application.CAMS.Work Order : CAMS Work Order support 5.6 After-Hours Technical Support 5.6.1 For the purposes of this Exhibit only, "after-hours" is defined as anytime outside of the County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. After-hours technical support is intended to only address problems such as unexpected system downtime or unexpected application error messages. After-hours technical support does not include "how to" application support or password resets. Such requests will be addressed during the County's normal business hours. If the CAMS is unavailable during after-hours, Public Body should call the Service Center phone at 248.858.8812. This call will be routed to the on- call System Administrator who will attempt to repair the problem. Emails and Service Center Incidents will not be addressed until County's normal business hours. 6.0 SUPPORT COSTS Public Body will be responsible to pay the County for the following ongoing CAMS participation costs: Application Provision Description Cost Payment Terms Software Support and Maintenance Annual software support and maintenance fee for the use of the Cityworks software and Related STBD/year for the first three years. Future support cost may increase after third year, not to exceed CPI. Public Body will be invoiced annually. Revised August, 2017 I.T. SERVICES AGREEMENT EXHIBIT XV Page 5 Materials. CAMS Support, Incremental CAMS Level of effort will be Public Body will be Enhancement support, enhancements mutually agreed upon by billed quarterly by and/or Training and/or training that the County and Public Information Services exceeds the services defined in this Exhibit. Body prior to work being started. Work will be billed at the current IT Technology Direct Labor Rates. County Cost One-time fee to be paid Level of effort is Public Body will be Recovery for to the County if Public generally estimated at 40 invoiced for this Termination or Body terminates the hours. Work will be one-time fee as part Expiration Agreement or opts out billed at the current IT of the quarterly of CAMS upon expiration of the term of the Agreement and any applicable amendments. Direct Labor Rates. If there are extenuating circumstances, the level of effort will be mutually agreed upon by the billing cycle. County and Public Body prior to work being started. 7.0 LICENSED USE AND ACCESS 7.1 As an Authorized Entity, Public Body is or may be granted permission, by the County, to use the Cityworks Software and Related Materials as defined in and in accordance with the Azteca Master Purchase Agreement or any amendments thereto, which can be found on the Oakland County Purchasing Website (https://www.oakgov.com/purchasing) at the 'Contract Public Search' link or provided to the Public Body upon request. County will provide notice to Public Body when it becomes aware of applicable amendments to the terms and conditions of the Azteca Master Purchase Agreement. 7.2 County may enter into new agreements in the future with Azteca Systems LLC or other vendor(s) involving the Cityworks Software or similar applications for the CAMS. Any new agreements with Azteca Systems LLC or other vendor(s) may require Public Body to agree to and comply with terms in the new agreements. In order to access or use the Cityworks Software or similar applications, Public Body shall agree to and comply with any new agreements between the County and Azteca Systems LLC or other vendor(s), which can be found on the Oakland County Purchasing Website (https://www.oakgov.com/purchasing) at the 'Contract Public Search' link or provided to the Public Body upon request. County will provide notice to Public Body when it becomes aware that Public Body must comply with new agreements between the County and Azteca Systems LLC or other vendor(s) for the CAMS. 7.3 Customized tools and functionality may also be integrated and accessible to Public Body within the Cityworks Software. Revised August, 2017 I.T. SERVICES AGREEMENT — EXHIBIT XV Page 6 7.4 Participating governmental entities and their employees that provide services involving mutual aid, public safety, public health and public infrastructure to other participating governmental entities are eligible to access other participating governmental entities' data in the County's enterprise GIS. Revised August, 2017 LT, SERVICES AGREEMENT — EXHIBIT XV Page 7 Resolution #17263 September 28, 2017 Moved by Hoffman Supported by Quarles the resolutions (with fiscal notes attached) on the amended Consent Agenda be adopted (with accompanying reports being accepted). AYES: Crawford. Dwyer, Fleming, Gershenson, Gingell, Hoffman, Kochenderfer, KowaII. Long, McGillivray, Middleton, Quarles, Taub, Tietz, Weipert, Woodward, Zack, Berman, Bowman. (19) 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). L) I HEREBY APPROV0 MIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45.559A (7) Cl , STATE OF MICHIGAN) COUNTY OF OAKLAND) P. 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 September 28, 2017, 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 28th day of September, 2017, Lisa Brown, Oakland County