HomeMy WebLinkAboutResolutions - 2001.11.29 - 26556MISCELLANEOUS RESOLUTION #01297 November 8, 2001
By: General Government Committee, William Patterson, Chairperson
IN RE: COUNTY CLERK/REGISTER OF DEEDS RENEWAL OF THE REGISTER OF DEEDS CASH
RECEIPTING, INDEXING, IMAGING SYSTEM AND INTERNET SOLUTION.
To the Oakland County Board of Commissioners,
Chairperson, Ladies and Gentlemen:
WHEREAS the function of the Register of Deeds Office is to place in
public record, for easy accessibility and retrieval, documents related to
land transactions, such as deeds and mortgages, as well as certain personal
property filings known as UCC (Uniform Commercial Code) transactions; and
WHEREAS Miscellaneous Resolution #98157 authorized the implementation
of a Cash Receipting, Indexing and Imaging System with a contract between ACS
Government Records Management Division (ACS) and Oakland County
Clerk/Register of Deeds for a period of three (3) years ending December 6,
2001; and
WHEREAS the Clerk/Register is pleased to report successful
implementation of the Cash Receipting, Indexing and Imaging System and
recommends renewal of the contract between the Clerk/Register of Deeds and
ACS; and
WHEREAS renewal of the contract transfers business risk to the vendor
by requiring ACS to continue to provide the necessary hardware and software,
at their expense, to continue charging a $2.55 fee per document successfully
processed and to continue sharing a $.24 fee per document successfully
imaged; and
WHEREAS renewal of the contract with ACS will continue and complete the
imaging/scanning of documents dating from January 1, 1983, through June 30,
1999, at a cost of $.11 for each document; and
WHEREAS with renewal of the contract, ACS will*continue to provide and
support all hardware and software, at their expense, necessary to continue
the internet business solution (Recorded Document Profile within @ccess
Oakland) for the Register of Deeds at a fee of $7,500.00 per month; and
WHEREAS the County Executive recommends renewal of this contract with
the understanding that the vendor is responsible for connectivity with other
County land related computer systems, such as, Geographic Information System
(GIS), Land and Property Management System (Equalization and Treasurers), and
the Mortgage Approval Acceleration Program (MAAP) through the Digital
Information Service Center.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of
Commissioners authorizes the County Clerk/Register of Deeds to renew the
contract between ACS and the County Clerk/Register of Deeds for the Cash
Receipting, Indexing and Imaging System and Internet business solution.
BE IT FURTHER RESOLVED that contract fees of $2.55 per document
successfully processed for a fiscal cost of $1,593,750.00 (to process
approximately 625,000 transactions), $.24 per document successfully imaged
for a fiscal cost of $150,000.00 (to process approximately 625,000
transactions), $7,500.00 per month for the internet solution for a fiscal
cost of $90,000.00 and $.11 for each document from January 1, 1983, through
June 30, 1999, for imaging/scanning be instituted for a period not less than
four years ending on September 30, 2005.
Chairperson, on behalf of the General Government Committee, I move
adoption of the foregoing resolution.
GENERAL GOVERNMENT COMMITTEE
GENERAL GOVERNMENT COMMITTEE
Motion carried unanimously on a roll call vote.
OAKLAND;
COUNTY MICHIGAN
L. BROOKS' PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
OAKLAND COUNTY DEPARTMENT OF MANAGEMENT AND BUDGET
Purchasing Division
Contract for Implementation of
A Cash Receipting, Indexing and Imaging System
For
The Oakland County, Michigan Clerk-Register of Deeds
Expiration Date: September 30, 2005
Not to Exceed Amount: $7,335,000.00 for life of the contract
This Contract Number ("Contract" or "Agreement") is made and entered into by and
between the County of Oakland, a Michigan Constitutional Corporation (County), 1200 North
Telegraph, Pontiac, Michigan 48341 and ACS Government Records Management Division
(ACS), with an office at 7030 Fly Road, East Syracuse, New York, 13057 (who purchased
Business Records Corporation), Federal Identification Number 75-2179860. In this Contract,
either the County or ACS may be referred to as a "Party" or jointly as the "Parties".
Introduction
The Parties acknowledge the existence of a current Contract between them, Oakland County
Contract Number BP002388, entered into on December 7, 1998 and set to expire by its own
terms on December 6, 2001. Contract Number BP002388 provided for the implementation of a
cash receipting, indexing and imaging system for the Oakland County Clerk-Register of Deeds.
Article III, Sections 7 and 9 of Contract Number BP002388 anticipated amendment of the
original Contract and required that any amendment be in writing and agreed to by both Parties.
Three amendments subsequently modified Contract Number BP002388. The Parties now wish
to incorporate the terms and conditions of Contract Number BP002388 and all its amendments
into a single document, this Contract Number , and to renew the Agreement
between them for an additional period extending from December 7, 2001 through September 30,
2005.
CONTRACT NUMBER
2001-0818 final
Page 1
OAKLAND;
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
Therefore, in consideration of the mutual agreements and undertakings contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are acknowledged,
the Parties agree as follows:
1. Acknowledgments. The County and ACS acknowledge that the Contract executed by the
County and Business Records Corporation on December 7, 1998 is set to expire by its
own terms and conditions three years from that date, on or about December 6, 2001. The
Parties also acknowledge that ACS purchased Business Records Corporation and in so
doing, is bound by the terms of the Contract and any and all Amendments to it.
2. Definitions. Unless otherwise expressly stated, the following words, whether with or
without quotation marks, and whether used in the singular or plural, nominative or
possessive, shall have the following meanings. Reference to any gender shall include
reference to all genders.
2.1. "ACS" shall mean ACS Government Records Management Division, and its
employees, agents, contractors, subsidiaries and affiliates. ACS purchased
Business Records Corporation. The certificate of incorporation was amended on
February 15, 1999.
2.2. "County" shall mean Oakland County, a Michigan Constitutional Corporation, its
employees, agents and elected and appointed officials.
2.3. "Document(s)" shall mean all pages that fall under a single document Number
and/or Reception Number filed in the County Register of Deeds Office.
2.4. "Receipt" means the actual delivery to the place of business for the County or
ACS.
2.5. "Recorded Document Profile" shall mean imaged documents held in the County
Register of Deeds land file.
3. Purpose
3.1. The Parties agree to integrate, incorporate, reiterate and, where appropriate,
modify, the terms, conditions and details of Contract Number BP002388 as
modified by Amendments 1, 2, and 3, into a single integrated document, this
Contract Number . Upon execution, this Contract, including any
attachments hereto, shall serve as the single integrated Agreement between the
Parties regarding their obligations, duties and rights and shall be deemed to take
CONTRACT NUMBER
2001-0818 final
Page 2
'L. BRoOKS'PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
oAKIAND;
COUNTY MICHIGAN
precedence over all earlier or previous agreements between the Parties, whether
oral or written.
3.2. The Parties agree that the term of this Contract shall be for the period beginning
on December 7, 2001 and ending on September 30, 2005. Unless otherwise or
subsequently extended for an additional period, this Contract and its Amendments
will expire on September 30, 2005.
4. Services
4.1. ACS agrees:
4.1.1. To provide and operate for the County, a data processing system that
allows the County to directly input and output its information and data,
and to take advantage of technological advances in computer design.
4.1.2. To be responsible for the technical operation of the computer hardware,
the computer's operating system and the computer's application software.
4.1.3. To be responsible for handling all backup tasks, diagnostics and operating
software upgrades to ACS's host location.
4.1.4. To provide a system that provides multiple levels of backup capability
whereby on a daily basis all the County's data is saved daily between
midnight to two in the morning and on a weekly basis, the full data base is
saved on Saturday night continuing into early Sunday morning. The
system shall be available for County access at all other times with no
notice.
4.1.5. That all system updates/upgrades will be completed during off-hours and
will be scheduled with the County's office.
4.1.6. To store data offsite nightly/weekly as an added level of security. One full
week of data and latest data base save stored offsite at all times.
4.1.7. To be responsible for installation of necessary hardware and software and
on-going training and support.
4.1.8. To provide application software for the indexing of all UCC documents,
Liens, real estate transactions, and any other miscellaneous type of
indexing as required by the County.
CONTRACT NUMBER
2001-0818 final
Page 3
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
4.1.9. To supply imaging capabilities for all indexed documents.
4.1.10. To provide liability insurance which shall meet the requirements as
provided in Section 10 of this Agreement.
4.1.11. To make technical adjustments necessary to its computer hardware,
operating system and/or application software to ensure data sharing both
on a transactional and batch basis with other County land-related computer
systems, such as the County's Geographical Information System (GIS),
Land and Property Management System, and the Mortgage Approval
Acceleration program (MAAP) through digital information Service
Center.
4.1.12. To make technical adjustments necessary to its computer hardware,
operating system and/or application software to ensure compatibility with
County's computer systems.
4.1.12.1. It is understood by ACS that there will be changes in the
County's computer system(s) and therefore, ACS shall be
prepared to make technical adjustments to accommodate said
changes.
4.1.12.2. It is further understood that in the event that ACS's software is
interfering with any of the County's computer systems, the
County reserves the right to isolate the device(s) until
interference is resolved in a manner satisfactory to County
technical personnel from its Department of Information
Technology and staff of the Register of Deeds. ACS shall be
responsible for determining that its software is not the cause of
any interference with the County's computer systems.
4.1.13. That, except for the imaging/scanning of documents from January 31,
1983 through June 30, 1999, as described in Section 4.1.18, the annual
County expenditure for the services under this Contract shall not exceed
one million eight hundred thirty-three thousand, seven hundred fifty
dollars and 00/1000 ($1,833,750.00). Payment will be in accordance with
Section 12.1 of this Contract. The County reserves the right to make
partial payments on account of the amount due ACS as the services
progress.
CONTRACT NUMBER
2001-0818 final
Page 4
OAKLAND;
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE.
OAKLAND COUNTY
PURCHASING DIVISION
4.1.131 On or before the 1st of each month, ACS shall submit to the
County's Contract Administrator or designee, an invoice for
payment for the work performed during the preceding month.
The County shall have no obligation to make payment until a
proper invoice of service is submitted.
4.1.13.2.It is understood that services under this Agreement are contingent
upon the County's appropriation of the necessary funds on an
annual basis to utilize these services and further, that the County
may not receive or find sufficient funding for services described
under this Agreement in each of the remaining years under this
Agreement. In the event that the County does not appropriate the
necessary funds for the services under this Agreement, then
termination of this Agreement shall be in accordance with the
procedures provided in 13.1 of this Agreement.
4.1.14. To provide the County with a Disaster Recovery Plan and Disaster
Recovery Documentation for review and approval of the County. Said
documentation shall include but not be limited to, as-built drawings which
include: list of hardware and hardware components (Manufacturer, model
serial number and configuration); list of operating System (version and
system parameters); list of Software (Manufacturer, version and
configuration); list of Directories and contents with descriptions; lists of
Database structure, schema, and SQL for building it (Entity relationship
diagram); and, all procedures for step-by-step installation in the event of
disaster.
4.1.14.1.Docurnent and Tester Back-up and Restore Procedures provided
at the completion of the installation and prior to production
cutover must be updated at least annually. This should include
both the Operating System and Application System. The Backup
and Restore procedures must provide for full and complete
recovery of the entire system as installed.
4.1.14.2.Development/Test System environment must be defined for
applying and testing program and new releases. Procedures for
archiving and moving corrected and new programs must be
defined.
4.1.15. That ACS and the County incorporate into this Contract by reference, all
terms, conditions, statements and provisions of the Request for Proposal
CONTRACT NUMBER
2001-0818 final
Page 5
L. BIOOKS'PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
("RFP"), dated February 8, 1996. If any terms, statements, conditions or
provisions of ACS's proposal are in conflict with this Contract, the terms
of this Contract shall be applicable and binding on the Parties.
4.1.16. That ACS agrees to collaborate with the County in implementing new
technology to permit the Clerk/Register of Deeds to image/scan
documents when they are received at the Clerk/Register of Deeds Office
and to permit ACS to create micrographic film from the documents
imaged/scanned by the Clerk/Register of Deeds Office. If the
Clerk/Register of Deeds Office elects to terminate use of any such new
technology for any reason, ACS agrees that the procedures described
below in Sections 4.1.16.1 through 4.1.16.8 (and as originally set forth in
Amendment 1 to Contract Number BP002388) shall be reinstated within 7
days of notice to ACS.
4.1.16.1.ACS agrees to image/scan documents from micrographic film for
a fee and have images available on system within five (5)
business days from the date of receipt.
4.1.16.2.ACS must image/scan the micrographic film containing the
documents within two (2) business days of receipt of the film
from the County.
4.1.16.3.ACS must return the micrographic file to the County Register of
Deeds Office within seven business days of imaging/scanning the
film.
4.1.16.4.ACS will pay for all costs associated with the return delivery of
the micrographic film to the County Register of Deeds Office,
and ACS will bear the risk of loss of the film until it is received
by the County Register of Deeds Office.
4.1.16.5.The quality of the document image/scan by ACS shall be equal to
or exceed the quality of the document on the micrographic film.
4.1.16.6.ACS shall notify the County Register of Deeds Office within two
business days of receipt of the micrographic film, if the film is of
such a poor quality that it cannot be imaged/scanned. At the
same time ACS notifies the County Register of Deeds Office of
such poor quality, ACS must also request a new micrographic
film.
CONTRACT NUMBER
2001-0818 final
Page 6
irOAKTAND7
COUNTY MICHIGAN
L. BOOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
4.1.16.7. ACS warrants that the documents imaged/scanned by ACS will
contain the exact information which was contained on the
micrographic film. ACS will be responsible for making any
corrections to an imaged/scanned document if it contains any
mistakes.
4.1.17. That ACS agrees to provide an Internet based retrieval system for the
Register of Deeds Recorded Document Profile ("retrieval system").
Access to the retrieval system will be through @CCESS Oakland.
4.1.17.1. ACS will supply all hardware and software necessary to
implement, operate, and maintain the retrieval system for the
Register of Deeds Recorded Document Profile. The Services
provided are provided on a non-exclusive basis.
4.1.17.2. The documents imaged/scanned (pursuant to the terms of Section
4.1.16) will be the documents made available over the retrieval
system.
4.1.17.3. ACS guarantees seven days/twenty-four hour access to the
retrieval system.
4.1.17.4. ACS will maintain all hardware and software described in
paragraph 4.1.17.1 at no additional cost to the County.
4.1.17.5. Scheduled maintenance of the retrieval system will be done
between the hours of 12:00 a.m. and 6:00 a.m. ACS shall give
the County Clerk 24 hours written notice of when scheduled
maintenance is to be performed. ACS shall also post notice on
the retrieval system to notify the users of the scheduled
maintenance. Both notices shall contain an approximate time that
the scheduled maintenance will begin and an approximate
completion time.
4.1.17.6. ACS shall provide the County with a procedure which will
outline the process the County shall follow when notifying ACS
of emergency maintenance (other than scheduled maintenance)
with the retrieval system. ACS shall provide the County with a
procedure which will outline the process ACS shall follow when
CONTRACT NUMBER
2001-0818 final
Page 7
IrOAKLAND,__
COUNTY MICHIGAN
L. BROOKS' PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
notifying the County of emergency maintenance (other than
scheduled maintenance) with the retrieval system.
4.1.17.7. ACS shall provide a telephone number where it can be notified of
emergency and scheduled maintenance issues twenty-four hours
a day and seven days a week.
4.1.17.8. ACS shall respond to any emergency maintenance issues (other
than scheduled maintenance) with the retrieval system within 15
minutes of being notified or discovering the issue, whichever is
first.
4.1.17.9.If the retrieval system is not operational (meaning the system can
not be accessed by individuals or entities other than the County
or ACS) for more than 30 minutes after ACS is notified or
discovered that the retrieval system is not operations. Then ACS
shall pay the County the following penalties. These penalties are
only owed the County if the County is not at fault for the retrieval
system not operating.
4.1.17.9.1. ACS shall return a pro-rata share of the monies paid
by the County under Section 12.1 for the amount of
time the retrieval system is not operational after 30
minutes. The pro-rata share shall be determined on
a seven (7) day week, twenty-four (24) hours a day.
4.1.17.9.2. ACS shall pay the County all the fees lost by the
County when the retrieval system is not operational.
This penalty will be paid after the system has not
operated for 30 minutes. To determine the amount
of fees by ACS to the County, the Parties will look
to a similar period during the past twelve months
which generated the highest amount of fees.
4.1.17.10. ACS warrants that the imaged documents of the Recorded
Document Profile displayed on the retrieval system will contain
the exact information of imaged documents as supplied by the
County. ACS will be responsible for making any corrections to
documents or images if it contains any mistakes.
CONTRACT NUMBER
2001-0818 final
Page 8
OrOAKILAINID
COUNTY MICHIGAN
L. BIZ.00KS. PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
4.1.18. That ACS will image/scan and index documents for micrographic film for
a fee from January 1, 1983 until June 30, 1999. ACS agrees to provide
imaging/scanning and indexing at a cost of 11 cents per document for
approximately 12.1 million documents at a total estimated cost of $1.35
million dollars. This sum is over and above the annual not to exceed
amount of $1,833,750.00.
4.1.18.1. ACS must image/scan and index the micrographic film
containing the documents from January 1, 1983 until June 30,
1999 as expeditiously as possible upon receipt of the film from
the County.
4.1.18.2. ACS must return the micrographic film to the County Register of
Deeds Office as soon as possible after imaging/scanning and
indexing the film.
4.1.18.3. ACS will pay for all costs associated with the return delivery of
the micrographic film to the County Register of Deeds Office,
and ACS will bear the risk of loss of the film until it is received
by the County Register of Deeds Office.
4.1.18.4. The quality of the document image/scan and indexed by ACS
shall be equal to or exceed the quality of the document on the
micrographic film.
4.1.18.5. ACS shall notify the County Register of Deeds Office if the film
is of such a poor quality that it cannot be imaged/scanned and
indexed. At the same time ACS notifies the County Register of
Deeds Office of such poor quality, ACS must also request a new
micrographic film.
4.1.18.6. ACS warrants that the documents imaged/scanned and indexed
by ACS will contain the exact information which is contained on
the micrographic film. ACS will be responsible for making any
corrections to the imaged/scanned and indexed document if it
contains any mistakes.
4.1.18.7. ACS shall send the County a written invoice each month for the
services described in this section and performed during the
previous month. The County shall have 20 days to pay the
invoice. There are no penalties for late payment
CONTRACT NUMBER
2001-0818 final
Page 9
L. BIZ6OKS' PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
4.1.18.8.Notwithstanding paragraph 4.1.18.7, the annual County
expenditure for all other services provided under this Contract
shall not exceed $1,833,750.00.
5. Other Terms and Conditions. ACS also agrees:
5.1. That ACS shall secure and solely employ the necessary personnel to perform the
• services described herein and all personnel shall be employees or shall be under
the direct control and supervision of ACS. ACS shall accept responsibility for
and make payments a required by law for workmen's compensation insurance,
social security, income tax reductions, unemployment compensation, and any
other taxes or payroll deductions as required by law for its employees. All
personnel or employees working under this Agreement on behalf of ACS shall be
professionally qualified to perform the duties required.
5.2. That any and all employees employed by ACS are employed at ACS's own
expense (including taxes and insurance) and ACS remains solely responsible for
and fully liable for the conduct and supervision of any of its employees. ACS
warrants that services performed by ACS's assistants and/or subcontractor's shall
fully comply with the terms of this Agreement and shall be of the same quality of
service as ACS has customarily provided to the County. All assistants employed
by ACS shall be deemed employees of ACS and not employees of the County.
5.3. That ACS's relationship to the County is that of an independent contractor. This
Contract shall not cause the County to be liable for, or contractor to, or ACS to
accrue benefits such as, but not limited to, worker's compensation, retirement,
pension, vacation pay, sick pay, merit increases, annual leave days, promotion,
disability pay, insurance of any kind, or any other rights or liabilities arising out
of the contract to hire or employer-employee relationship.
5.4. That ACS understands that pursuant to the provisions of Public Act 317 of 1968,
as amended (MCL 15.321, et seq.), no contract shall be entered into between the
County, including all agencies and departments thereof, and any employee or
officer of the County. To avoid any real or perceived conflict of interest, ACS
shall identify any relative or relatives of ACS or its subcontractors who are
presently employed by the County. Nothing contained in this provision limits or
intends to limit in any way ACS's right to offer and provide its services to the
general public or other business entities, municipalities or governmental agencies
during or after the term of this Agreement, or from working for more than one (1)
firm, entity or agency during the term of this Agreement. ACS may provide
CONTRACT NUMBER
2001-0818 final
Page 10
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
services to others during the periods when ACS is not engaged in performing
services for the County. This Agreement is a non-exclusive agreement, and the
County may engage other independent contracts to perform the same work which
ACS performs.
5.5. That this Agreement does not authorize any in-kind services unless previously
agreed by the County and specifically listed herein.
5.6. That ACS shall allow the County's auditing division to perform financial and
compliance audits as appropriate with the authority to assess all pertinent records
and interview any of ACS's employees throughout the term of this Contract and
for a period of three (3) years after final payment to insure a complete post
evaluation of services.
5.7. That ACS is responsible for providing equipment and supplies not otherwise
provided by the County.
5.8. That ACS shall have the right and duty to exercise control and supervision over
the immediate job site and work area where ACS's services are rendered to the
extent necessary to accomplish the services set forth in this Agreement.
5.9. That in the event ACS is unable to perform the job specifications/tasks as required
under this Agreement at the time (or for any period of time) in which performance
is due, ACS remains solely responsible for continued performance which
includes, but is not limited to, the retention of an ACS employee to complete
ACS's services. ACS must notify the contract administrator in the event ACS is
unable to perform such services when due.
5.10. That while ACS retains the right to perform services at any time, any services
which require access to County facilities may only be performed during the
County's regular business hours, unless otherwise authorized by the
Clerk/Register of Deeds administration.
5.11. That pursuant to proposed 1989 ACS, R 24.418(2), ACS shall deposit a copy of
the imaging system's application software codes and associated documentation in
an escrow account with a bank, archive, or other acceptable institution for
transmission to the County in the event of ACS's business failure or other event
resulting in the cessation of the imaging system or its product line, changes or
upgrades to the imaging system, and/or cessation of service support for imaging
system. ACS shall notify the County's system administrator about the cessation
of the imaging system or its product line, changes or upgrades to the imaging
CONTRACT NUMBER
2001-0818 final
Page 11
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCIIASING DIVISION
system or its product line, changes or upgrades to the imaging system, or the
cessation of service supported for the imaging system.
6. Warranties
6.1. ACS has represented to the County as an inducement to enter into this Agreement
and to declare such statements to be true:
6.1.1. That ACS warrants that all services performed hereunder will be
performed in a manner that complies with all statutes, regulations,
ordinances, professional standards applicable to the services provided;
6.1.2. That ACS pays and continue to pay its own local, state and federal taxes
including without limitation, social security taxes, unemployment
compensation taxes and will file its own annual and/or quarterly tax
returns with the proper federal, state and local authorities;
6.1.3. That ACS will provide and maintain its own workmen's compensation,
general liability insurance, automobile insurance and professional
malpractice insurance as may be needed;
6.1.4. That ACS maintains and will continue to maintain all applicable business
and professional licenses necessary to provide the services contracted for;
6.1.5. That ACS maintains a business office at the address listed above;
6.1.6. That ACS has undertaken a significant investment in its business and is in
good will of its enterprise;
6.1.7. That nothing in this Agreement is intended to establish an employer-
employee relationship with the County.
6.2. ACS warrants that it will supply continuous ongoing quality and technical
supervision of the entire service ACS renders. ACS shall be responsible during
the term of the Agreement to advise the County of any changes or improvements
in procedure or techniques which may be required. ACS's service shall not fall
below current acceptable standards as established by the Register of Deeds in the
"Request for Proposal".
6.3. ACS warrants that equipment, supplies and services will meet the specifications
and requirements as set forth in the "Request for Proposal for Integrated
CONTRACT NUMBER
2001-0818 final
Page 12
irOAKLAND7
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
Computerized Tract Index/ Fee Management/Optical System" as incorporated in
this Contact pursuant to Section 4.1.15. If ACS breaches this Warranty or any
promises in this Contract, ACS shall be responsible for any damages or losses
incurred by the County including but not limited to any costs expended by the
County for procuring the equipment, supplies and services.
6.4. ACS shall be responsible for the technical accuracy of its services and documents
under this Agreement and the County shall not be responsible for discovering
deficiencies therein. ACS shall correct such deficiencies without additional
compensation except to the extent such action is directly attributable to
deficiencies in County furnished information.
6.5. ACS represents and warrants that the Software will operate without error relating
to date data, specifically including any error relating to, or the product of, date
data which represents or references different centuries or more than one century.
6.5.1. Without limiting the generality of the foregoing, ACS further represents
and warrants:
a. That the Software will not abnormally end or provide invalid or
incorrect results as a result of date data, specifically including date
data which represents or references different centuries or more than
one century;
b. That the Software has been designed to ensure year 2000
compatibility, including, but not limited to, date data century
recognition, calculations which accommodate same century and multi-
century formulas and date values, and date data interface values that
reflect the century;
c. That the Software includes "year 2000 capabilities" which means the
Software:
1. Will manage and manipulate data involving dates, including single
century formulas and multi-century formulas, and will not cause an
abnormally ending scenario within the application or generate
incorrect values or invalid results involving such dates; and
2. Provides that all date-related data interface functionalities include
the indication of century.
6.5.2. Year 2000 Compliance Performance Warranty. ACS further warrants and
represents that the Product is and will continue to be Year 2000
Compliant. All date processing by Product will include Four Digit Year
CONTRACT NUMBER
2001-0818 final
Page 13
L. BROOKS:PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
Format and recognize and correctly process dates for Leap Year.
Additionally, all date sorting by Product that includes a "year category"
shall be done based on the Four Digit Year Format code which is here
defined to mean a format that allows entry or processing of a four digit
year date: the first two digits will designate the century and the second two
digits shall designate the year within the century. As an example, 1996
shall mean the 96 th year of the 20th century. Leap Year shall mean the
year during which an extra day is added to February (February 29 th)• Leap
Year occurs in all years divisible by 400 or evenly divisible by 4 and not
evenly divisible by 100. 2000 is a Leap Year since it is divisible by 400.
Year 2000 Compliant shall mean that the data outside of the range 1990-
1999 will be correctly processed in any level of computer hardware or
software including, but not limited to, microcode, firmware, application
programs, files and databases..
6.5.3. Remedies for Non-Compliance of Warranty. ACS agrees to pay
liquidated damages in the amount of $1,000 per day for each day the
Product fails to maintain and uphold the Year 2000 Compliance
Performance Warranty described in Section 6.5 of this Agreement.
6.5.4. Year 2000 Warranties. Licensor represents and warrants that:
a. The Software will function without error or interruption related to Date
Data, specifically including errors or interruptions from functions
which may involve Date Data from more than one century: Date Data
means any data or input that includes an indication of or reference to
date;
b. The Software requires that all Date Data (whether received from users,
systems, applications or other sources) include an indication of century
in each instance;
c. All date output and results, in any form, shall include an indication of
century in each instance.
6.5.4.1. The foregoing is in addition to the other representations and
warranties set forth herein.
7. Indemnification
7.1. ACS shall not be obligated to pay any portion of a decision, order or award issued
by a final and unappealable ruling of a tribunal having jurisdiction of the claim(s)
to a third party for which the tribunal has determined that the County and/or
CONTRACT NUMBER
2001-0818 final
Page 14
oAKLAND;
COUNTY MICHIGAN
L. BROOKS' PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
County's agents, employees, representatives was solely negligent or at fault.
However, ACS agrees to indemnify and hold harmless the County and County's
agents, employees, representative and any affiliated or related entities or
communities against any and all actual or alleged claims, loss, liability, damages,
costs and expenses, including, but not limited to, all reasonable fees and charges
of attorneys and other professional, all internal engineering and other time and
expenses incurred by County using its own staff, and all court or other dispute
resolution costs, that arise out of ACS's breach of this Agreement or the negligent
acts, errors or omissions of the ACS, its agents, consultants, employees or
representatives, regardless of whether or not such claim, loss, liability, damage,
cost, or expense is caused or contributed to, in part, by a party indemnified
hereunder.
8. Non-Discrimination
8.1. In connection with the performance of work under this Contract, ACS agrees not
to discriminate against any employee or applicant for employment because of sex,
race, religion, color, national origin or handicapped. The aforesaid provision shall
include, but is not limited to the following: improvement or recruitment
advertising, employment, upgrading, demotion or transfer; layoff and selection for
training, including apprenticeship in accordance with rules and regulations
promulgated by the federal (compliance responsibility for equal employment
opportunity-Chapter 60, 60-1, for No. 1-7) and state (standards and procedures for
executive directive 1975-6, section II-C, IV-C, and V-A &B), agencies and
related federal and state laws and regulations. A breach of this covenant shall be
regarded as a material breach of this Agreement.
9. Assignability
9.1. ACS shall not assign any interest in this Agreement and shall not transfer any
interest in the same whether by assignment or novation without the prior written
consent of the other party; provided, however, that claims for money due or to
become due to ACS from the County under this Agreement may be assigned to a
bank, trust company or other financial institution without such approval. Notice
of any such assignment or transfer shall be furnished promptly to the County.
10. Insurance
10.1. ACS shall provide and maintain the following insurance coverages:
CONTRACT NUMBER
2001-0818 final
Page 15
L. BROOKS' PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
10.1.1. Commercial General Liability in the minimum amount of $1,000,000 per
occurrence Combined Single Limit, $3,000,000 annual aggregate. The
policy will be equivalent to ISO form CG000101798 with endorsements
and/or the following coverages as minimums:
• Products and completed operations
• Broad form property damage
• Premises/Operations
• Independent contractors
• (Blanket) Broad form Contractual
• Personal Injury
• Exclusions CG142 and CG143 will not apply
• Additional insureds-the County of Oakland, its elected and appointed
officials, employees and volunteers.
10.1.2. Workers' compensation as required by law. $100,000 Employers'
Liability.
10.1.3. Auto Fleet Liability in the minim amount of $1,000,000 per occurrence
Combined single Limit, including hired and leased vehicles, and owned
and non-owned autos. No Fault coverage as required by law.
10.1.4. Professional Liability in the minimum amount of $1,000,000 Combined
Single Limit per occurrence/claim to cover the Errors and/or Omissions
that may occur related to this Contract. Coverage for this Contract is to
remain in effect for 12 months after completion of this Contract.
10.2. General and Certificates of Insurance. All Certificates of insurance, self-
insurance, and/or duplicate policies shall contain the following clauses:
10.2.1. "Underwriters shall have no right of recovery or subrogation against the
County of Oakland including its agents and agencies it being the intention
of the parties that the insurance policy so effected shall protect both parties
in primary coverages for any and all losses covered by the subject policy."
10.2.2. "Any coverage afforded the County of Oakland shall apply as primary and
not excess to any insurance issued in the name of the County of Oakland,
et al."
CONTRACT NUMBER
2001-0818 final
Page 16
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
10.2.3. "The insurance company(s) issuing the policy or pollicies shall have no
recourse against the County of Oakland for payment of any premiums or
for assessments under any form of policy."
10.2.4. "Any and all deductibles in the above described insurance polices shall be
assumed by and be for the account of and at the sole risk of the
contractor."
10.3. In the event that claims in excess of the insured amounts provided are filed by
reason of any operations under any services provided by the contractor, the
amount of excess of such claims, or any portion thereof, may be withheld from
payment due until such time as the contractor shall furnish such additional
security covering such claims as may be determined by the County of Oakland.
10.4. All certificates are to provide 30 days notice of material change or cancellation.
Certificates of Insurance must be provided no less than ten (10) working days
before commencement of work to the Oakland County Risk Management
Department. Insurance carriers are subject to the approval of Oakland County.
Coverages and limits are also subject to the approval of Oakland County as to
conformity with contract requirements.
11. Subcontractors
11.1. ACS shall not transfer, sublet, or subcontract any portion of the work required
under this Agreement without the prior written consent of the County.
11.2. In the event that ACS wishes to request the County's approval to subcontract any
portion of this Contract, the name(s) and qualifications of any subcontractor shall
be submitted to the County. If the County agrees to permit ACS to subcontract
any portion of this Contract, ACS shall accept full responsibility for the
performance of any subcontractor. All provisions of this Contract shall apply
equally to any subcontractor. ACS indemnifies the County as to subcontractor
and will ensure that the County is protected from any liability that may occur as a
result of any subcontractor's performance under this Agreement. County shall in
no way be obligated to approve any request for consent to subcontract merely by
virtue of ACS's submission of such a request.
12. The County of Oakland Agrees:
12.1. Payment for Services
CONTRACT NUMBER
2001-0818 final
Page 17
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
12.1.1. That in consideration for the services, supplies and equipment furnished to
the County, ACS shall be paid the sum of $2.55 for each document
recorded with the Register of Deeds during the term of this Contract. All
payments due to ACS shall be paid monthly on or before the last day of
the month covering the recordings for the previous month.
12.1.2. Notwithstanding any other provision regarding payment and fees in this
Contract, the annual County expenditure for services under this
Agreement shall not exceed one million, eight hundred thirty three
thousand, seven hundred fifty dollars ($1,833,750.00). In the event that
the annual number of documents to be recorded with the Register of Deeds
during the County's fiscal year is expected to exceed 625,000, then within
sixty (60) days prior to this expectation, the County Clerk/Register of
Deeds or designee shall seek an increase in the annual appropriation for
the County Board of Commissioners and notify ACS of the same.
12.1.2.1.In the event that the County does not appropriate the necessary
increase in its annual expenditure for the services under this
Agreement, then termination of this Agreement shall be in
accordance with the procedures provided in Section 13.1 of this
Agreement.
12.1.2.2.ln the event the County appropriates the necessary increase in its
annual expenditure for the services under this Agreement, this
Agreement will automatically be amended to reflect the increase
for that fiscal year's annual expenditure.
12.1.3. County's payment obligations for an Internet based retrieval system for
the Register of Deeds Recorded Document Profile ("retrieval system").
12.1.3.1. The County shall pay ACS $7,500.00 per month for the term of
this Contract for the implementation, operation and maintenance
of the retrieval system. This sum is included in and part of the
annual "not to exceed amount" of one million, eight hundred
thirty three thousand, seven hundred fifty dollars and 00/100
($1,833,750.00).
12.2. Supplies and Services to be Furnished by the County
CONTRACT NUMBER
2001-0818 final
Page 18
oAKLAND;
COUNTY MICHIGAN
L. 131toOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
12.2.1. The County will supply, at its own expense, the ink pads, print ribbon,
toner cartridges, print paper, electrical requirements and other such
miscellaneous supplies not specifically provided by ACS.
12.2.2. The County will supply, at its own expense, the following services or
personnel to perform the listed functions:
12.2.2.1.Document reception and preparation.
12.2.2.2.Packaging and delivering to ACS of tapes, diskettes and other
forms of off-site storage.
12.2.2.3.Insertion in or removal from binders as required of all indexing
sheets.
12.2.3. The County will provide technical assistance from its Department of
Information Technology and staff from the Register of Deeds in order to
facilitate ACS's obligations under this Contract.
12.2.4. Obligations of the County as they relate to ACS's obligation to image/scan
documents from micrographic film for a fee.
12.2.4.1. The County agree to collaborate with ACS in implementing new
technology to permit the Clerk/Register of Deeds to image/scan
documents when they are received at the Clerk/Register of Deeds
Office and to permit ACS to create graphic film from the
documents imaged/scanned by the Clerk/Register of Deeds
Office. If the Clerk/Register of Deeds Office elects to terminate
use of any such new technology for any reason, the County
agrees that the procedures described below in Sections 12.2.4.2
through 12.2.4.4 (and as originally set forth in Amendment 1 to
Contract Number BP002388) shall be reinstated within 7 days of
notice to ACS.
12.2.4.2. The County will be responsible for delivering the micrographic
film containing the documents to ACS for imaging/scanning and
indexing. The County will pay for all costs associated with the
delivery of the micrographic file to ACS and the County will bear
the risk of loss of the film until ACS receives it.
CONTRACT NUMBER
2001-0818 final
Page 19
-
111!SOAKIANDE-"--
COUNTY MICHIGAN
L. 1E3A.0K PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
12.2.4.3. The micrographic film containing the documents will be
delivered to the ACS facility at 7030 Fly Road, East Syracuse,
New York 13057, or at another facility designed by ACS and
agreed to by the County.
12.2.4.4. The County will pay ACS twenty-four cents ($0.24) for each
document imaged/scanned or microfilmed according to this
procedure.
12.2.4.5. The County will be responsible for delivering the micrographic
film containing the documents to ACS for imaging/scanning.
The County will pay for all costs associated with delivery of the
micrographic film to ACS, and the County will bear the risk of
loss of the film until ACS receives it.
12.2.4.6. The micrographic film containing the documents will be
delivered to the ACS facility at the address set forth above or at
another facility designated by ACS and agreed to by the County.
12.2.5. Obligations of the County as they relate to the obligation of ACS to
image/scan and index documents from micrographic film for a fee from
January 1, 1983 until June 30, 1999.
12.2.5.1.The County will be responsible for delivering the micrographic
film containing the document to ACS for imaging/scanning and
indexing. The County will pay for all costs associated with
delivery of the micrographic film to ACS, and the County will
bear the risk of loss of the film until ACS receives it.
12.2.5.2. The micrographic film containing the documents will be
delivered to the ACS facility at the address set forth above or at
another facility designated by ACS and agreed to by the County.
12.2.5.3.The County will pay ACS 11 cents for each document
imaged/scanned and indexed according to this procedure. Any
sum due and owing on account of the imaging/scanning of
documents dating from January 1, 1983 through June 30, 1999 is
in excess of the annual not to exceed amount of one million, eight
hundred thirty-three thousand, seven hundred fifty dollars and
00/100.
CONTRACT NUMBER
2001-0818 final
Page 20
L. BR6OKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
13. General Conditions. The County and ACS jointly agree:
13.1. Term of the Agreement: Cancellation
13.1.1. The term of this Agreement shall commence as of the date this Agreement
is executed by both parties, and shall continue until September 30, 2005
unless extended or terminated as provided in this Agreement.
Notwithstanding any other provision within this Contract during the term
of this Contract, the County has the sole right to terminate this Contract
prior to the expiration of its term if for any reason the County is
dissatisfied with the services and/or equipment or supplies provided by
ACS. Should the County exercise its option and terminate this Contract, a
30 day written notice must be provided to ACS.
13.1.2. In the event that County terminates or cancels this Contract in the manner
provided herein, ACS shall provide for an orderly transition of the
County's data from the ACS Central Processing Unit to the County's
replacement system. ACS agrees to provide the County or its agents with
the County's data in machine readable format, compatible with Oakland
County's hardware, accompanied by the data's file and field layout in
printed form to supplement the County's data in printed form which is
available to the County as part of its normal use of the data processing
system. Both parties agree to continue the terms of this Agreement with
no price increase on a month to month basis, for a maximum of one
hundred and twenty (120) days to allow for a transition period at the end
of this Contract. County agrees to give ACS thirty (30) days notice prior
to the termination of the transition period, if said transition period is to be
less than one hundred and twenty (120) days.
13.1.3. The term "machine readable format" for images shall be Tagged Image
File Format (TIFF) Group; for flat records, American Standard Code for
Information Interchange (ASCII) format, either fixed length format or
variable length records that are filed and record delimited. Record format
to be provided by ACS. Delimited characters chosen must not be a
character in data field. In additions, data file of index maps consisting of
unique identifier with associated indexes shall be provided.
13.1.4. Subject to the provisions of Section 13.2, entitled "Force Majeure", should
ACS fail to fulfill in a timely and satisfactory manner its respective
obligations under this Agreement, or if it shall materially violate any of
the covenants, conditions, or stipulations of this Agreement, which failure
CONTRACT NUMBER
2001-0818 final
Page 21
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
OAIcaANrj
,••nnn
COUNTY MICHIGAN
or violation shall continue unremedied for thirty (30) days, after written
notice of said failure or violation is received by ACS, then the County
shall thereupon have the right to terminate this Agreement by giving
written notice to ACS of such termination and specifying the effective
date thereof, such date to be not less than thirty (30) days following the
date of the notice. If a defect in performance is such that it cannot be
reasonably cured or corrected within the said thirty (30) day period, the
County shall have the right to terminate this Agreement.
13.1.5. In the event of termination, ACS remains bound to fulfill its obligations
and responsibilities up to and including the termination date provided that
the County continues to fulfill its obligations to pay for services rendered.
As soon as possible after the termination date, ACS shall transfer onto
machine readable format, all of the County's data, resident on the ACS
Central Processing Unit and provide such machine readable formatted data
to the County accompanied by file and field descriptions of the data layout
in printed form, and to return to the County all other machine readable
media and printed media that contains County data. ACS hereby
represents that in the vent of termination all information belonging to the
County has been returned to the County.
13.1.6. This Agreement shall be deemed executory only to the extent of the
monies available to the County for the performance of its terms and no
liability shall be incurred by the County beyond the monies so available.
13.1.7. The County reserves the right to suspend, revise, or withhold funds in
whole or part for reasons of noncompliance with the terms and provision
of this Agreement.
13.2. Force Majeure and Impossibility of Performance
13.2.1. Neither of the Parties will be liable to the other or be deemed to be in
breach under this Agreement for any failure or delay in performance due
to causes beyond its reasonable control, including without limitation, an
Act of God, war, strikes, civil disobedience, actions or omissions of third
parties (other than subcontractors) extraordinary weather conditions, or
failure of the other party to act in a timely manner, except that no such
occurrence shall prevent either Party from terminating or canceling this
Contract as provided with herein.
CONTRACT NUMBER
2001-0818 final
Page 22
L. BItOOK8 PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
13.2.2. Date or time of performance will be extended automatically to the extent
of such delays, provided that the Party whose performance is affected
notifies the other in writing of the existence and nature of such delay
within thirty (30) days of its occurrence.
13.2.3. It is agreed, however, that since the performance of this Agreement is
vitally important and essential to the functioning of the County, continued
failure to perform tasks that are indeed determined to be vital by the
County for periods in excess of thirty (30) continuous days shall be added
to render performance impossible, and the County shall thereafter have the
right to terminate this Agreement immediately upon notice to ACS.
13.3. Ownership of Information
13.3.1. All information acquired by ACS from the County or from agents of the
County in the performance of this Agreement, shall be and remain the
property of the County.
13.3.2. ACS agrees it will use this information only as required in the
performance of this Agreement, and will not before, during or after the
completion of this Agreement otherwise use said information, nor copy or
reproduce the same in any form, except pursuant to the sole written
instructions of the County. ACS further agrees to return said information
to the County promptly at the request of the County in machine readable
media using whatever form in which such data is maintained, hardware.
ACS will provide the County with complete documentation as to the file
content and record layout.
13.4. Confidentiality of Information
13.4.1. At all times, ACS will recognize the County's sole and exclusive
ownership of this information and the sole and exclusive right and
jurisdiction of the County to control and use this information.
13.4.2. Violation of this section could result in termination of this Agreement by
the County within 30 days of discovering such violations.
13.4.3. ACS further agrees that it will make no use of the described information,
for either internal or external purposes, other than as is directly related to
the performance of this Agreement.
CONTRACT NUMBER
2001-0818 final
Page 23
L. BROO16, PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
13.4.4. ACS further agrees that upon notification that this information has been
improperly used or removed in any way from the possession or control of
ACS by anyone except the County or its authorized representative, ACS
shall immediately notify the County orally and in writing, and shall join
with the County at its request in taking such steps as the County may deem
advisable to enjoin the misuse and regain possession of said data, or steps
otherwise necessary for the protection of the County's rights and the
confidentiality of the information.
13.4.5. All information disclosed by the County to ACS for the purpose of this
Agreement is to be deemed as proprietary or confidential unless otherwise
identified and shall be protected by ACS in the same manner and to the
same degree that ACS protects its own proprietary or confidential
information. Such information will be disclosed only to those
representatives of ACS requiring access thereto in order to perform this
Agreement.
13.4.6. County understands that the business of ACS contains trade secrets,
copyrights, patents and proprietary information, and that County agrees, to
the extent permissible under Michigan law and to the extent necessary to
carry out the purposes under this Contract, shall not, at any time, or in any
manner, directly, divulge, disclose or communicate to any person, firm or
corporation any information concerning any of the above matters; the
parties hereto stipulating that as between them the same are important,
material and confidential, and gravely affect the effective and successful
conduct of the business of ACS and that any breach of the terms of the
paragraph shall be a material breach of the Agreement for which ACS may
pursue appropriate action including but not limited to compensation and
court injunctions.
13.4.7. ACS understands the County is a public entity and subject to public
disclosure laws, specifically, Michigan Public Act 442 of the Public Acts
of 1976, as amended (commonly known as the "Michigan Freedom of
Information Act"; Michigan Compiled laws §§ 15.231 et seq.] and
therefore agrees that any disclosure of trade secrets, copyrights, patents
and/or proprietary information which County is compelled under
Michigan law to release, disclose or copy shall not be considered a
material breach of this Agreement. IN THE EVENT THAT COUNTY IS
COMPELLED TO DISCLOSE BY LAW TRADE SECRETS,
COPYRIGHTS, PATENTS AND/OR PROPRIETARY INFORMATION
OF ACS, IN NO EVENT SHALL COUNTY, OR ANY OF ITS
CONTRACT NUMBER
2001-0818 final
Page 24
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11111110M(116011)7.!!!•_•
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
DEPARTMENTS, OFFICIALS, EMPLOYEES OR AGENTS, BE
LIABLE FOR INDIRECT, SPECIAL, RELIANCE, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED
TO LOST PROFITS ARISING OUT OF OR IN CONJUNCTION WITH
THE DISCLOSURE OF TRADE SECRETS, COPYRIGHTS, PATENTS
AND/OR PROPRIETARY INFORMATION, REGARDLESS OF THE
FORM OF ACTION, WHETHER IN CONTRACT, WARRANTY,
STRICT LIABILITY OR TORT.
14. Security
14.1. The County is responsible for its own data input and output, and the protection
and security thereof. ACS is responsible for the operation of the computer system
and to assure that the County's data is not accessed by unauthorized users or other
persons on the display stations, printers, magnetic backup unity, machine readable
media or physical documents that are in the designated computer central
processing unity are or facility that is under the full control of ACS. The County
is responsible for the security of all data accessible by the Display Stations and
computer Printers that are provided by ACS to the County as part of this
Agreement, as well as the data provided in machine readable form provided to the
County at its request for back-up or other purposes. The County will select and
designate one of its employees (Designated Representative) along with an
alternate employee responsible for the issuance and supervision of the Security
passwords and Identity codes that will be issued to authorized County employees
so that they may have access to the programs and data that are within the scope of
this Agreement and their job descriptions. ACS has no control over the issuance
or security of these passwords and identity codes by the County, and has no
responsibility for the persons who may access the County's data files using
display stations or printers in the user area or other areas not under ACS's
complete control. ACS will provide the County's Designated representative and
alternate with training on how to issue and control such security passwords and
identity codes. ACS will program such passwords and identity codes into the
system when given such by the County's Designated Representative or alternate.
14.2. ACS is responsible for protecting the security of the central processing unit (CPU)
and the magnetic back-up unit, as well as assuring no security password and
identity codes will be issued to anyone other than the County's Designated
Representative or alternate for distribution to its employees and agents, and duly
authorized employees of ACS, its subcontractors, or its agents.
15. Resolution of Disputes
CONTRACT NUMBER
2001-0818 final
Page 25
L. BkOOK'S PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
trOAKLA_ND-1:
COUNTY MICHIGAN
15.1. Both parties agree that the primary inters of both parties is the operation of a data
processing system to facilitate and expedite the orderly administration of the
County; that the operation of such a data processing system is a complex process
highly dependent on the performance, cooperation and flexibility of employees of
ACS and the County; and that both parties agree to work as cooperatively and
amicably as possible at all times to achieve this primary interest for the duration
of this Agreement.
15.2. Alternative Dispute Resolution. In the event of any disagreement between the
parties, with respect to either the interpretation of any provision of this Contract
or the performance of a party, that cannot be resolved in an informal, cooperative
manner in the daily process if operating the data processing system, any claims,
disputes or other matters in question between the parties to this Contract shall be
decided as set forth below:
15.2.1. Mediation. ACS and County shall submit their claims, disputes or other
matters in question to a neutral Mediator selected by the Parties who will
assist in the resolution of the claim, disputes or other matter. Mediation is
defined as a process to reconcile Parties and settle disputes.
15.2.2. Non-binding Case Evaluation. If ACS and County are unable to settle
their claims through mediation, they shall participate in non-binding Case
Evaluation. The case evaluations shall be conducted pursuant to the
provisions of the Michigan Rules of Court. The case evaluation shall be
without sanctions. The parties shall select the individual case evaluators
and agree on compensation.
16. Extras or Additional Work
16.1. No extras or additional work will be allowed or paid for unless such extras or
additional work are ordered in writing by the County and the price fixed and
agreed upon before such work is performed.
17. Deliveries
17.1. In general, deliveries shall be at such times as may be fixed by the County
Register and shall not be made except upon definite instructions by the Register.
18. Amendments and Waivers
CONTRACT NUMBER
2001-0818 final
Page 26
OAKLAND;
COUNTY MICHIGAN
L. BROOKS PATTERSON-COUNTY EXECUTIVE
OAKLAND COUNTY
PURCHASING DIVISION
18.1. This Contract including all attachments or documents referred to herein may be
modified or additional provisions may be added by a written amendment signed
by or on behalf of the parties. No amendment or waiver of any provisions of this
Contract and no consent to any default under this Contract shall be effective
unless the same shall be in writing and signed by or on behalf of the party against
whom such amendment, waiver or consent is claimed. Unless otherwise provided
for elsewhere in this Contract, persons authorized to receive notices, as may be
changed from time to time. In addition, no course of dealing or failure of any
party to strictly enforce any term, right or condition of this Contract shall be
construed as a waiver of such term, right, or condition.
19. Section Headings; Severability; and Governing Law and Compliance
19.1. All section headings contained herein are for convenience of reference only and
are not intended to define or limit the scope of any provisions of this Contract.
19.2. If any provision of this Contract is held invalid or unenforceable, such provision
shall be deed deleted from this Contract and/or shall be replaced by a valid and
enforceable provision whish so far as possible achieve the same objectives as the
severed provision was intended to achieve, and the remaining provisions of this
Contract shall continue in full force and effect.
19.3. This Contract shall be construed in accordance with the statutes, rules and
regulations, of the State of Michigan as thought this Contract was negotiated,
executed, and performed in Michigan. Any action, suit or proceeding arising
from this Contract may only be instituted in the Courts of the State of Michigan.
19.3.1. Each party shall comply with all applicable federal, state and local laws,
rules and regulations applicable to its performance under this Agreement,
including Public Act lit, of the Act of 1992 commonly referred to as the
"Records Media Act" (MCL 24.401 et seq.) and the proposed rules and
regulations promulgated pursuant to said act which are attached hereto as
Attachment A (Proposed 1989 AACS, R 24.401 et seq.)
20. Notices and Demands
20.1. Notices given by one party to the other under this Contract shall be in writing and
shall be delivered personally, sent by express mail delivery services, certified mail
or first class U.S. mail postage prepaid and addressed to the respective parties as
follows:
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2001-0818 final
Page 27
fll'OAKLAND7-- OAKLAND COUNTY
COUNTY MICHIGAN PURCHASING DIVISION
L. BIS.00Id PATTERSON-COUNTY EXECI L. BIS.00ld PATTERSON-COUNTY EXECUTFVE
Contract Notices:
Contract Notices
21. Entire Agreement
ACS Government Records Management Division
7030 Fly Road
E. Syracuse, NY 13057
Attention: James Duffner, President or Successor
County of Oakland
1200 N. Telegraph Road
Pontiac, MI 48341
Attention: G. William Caddell, County Clerk/Register of
Deeds or Successor
21.1. The terms contained in this Contract and any attachment(s) referred to herein,
which are incorporated into this Agreement by reference, constitutes the entire
agreement between the parties with respect to the subject matter hereof,
superseding all prior understandings, proposal and other communications, oral or
written. Neither party shall be bound by any preprinted terms additional to or
different from those in this Contract that may appear subsequently in the other
party's for documents, purchase orders, quotations, acknowledgments, invoices or
other communications. This Contract may only be modified by a writing signed
by both parties.
22. Execution
22.1. Each party has full power and authority to enter the Contract, and the person
signing below is properly authorized and empowered to enter into this Contract on
behalf of the other party. Each party further acknowledges that it has read the
Contract, understands it, and agrees to be bound by all of its terms, conditions and
provisions.
CONTRACT NUMBER
2001-0818 final
Page 28
I
L. BROOKS PATTERSON-COUNTY EXECUTWE
OAKLAND COUNTY
PURCHASING DIVISION COUNTY MICHIGAN
The Parties, in executing this Contract on behalf of the County and ACS Records Management
Division legally obligate and bind the Parties to the terms and conditions herein.
FOR ACS RECORDS MANAGEMENT DIVISION:
BY: DATE:
appeared in person before me on this date and executed this Agreement on behalf of
ACS Management Division. and acknowledged to me under oath that has
taken all actions and secured any and all necessary approvals and authorizations and has the requisite authority from
ACS Enterprise Solutions, Inc. to fully and completely obligate and bind ACS Enterprise Solutions, Inc. to the terms
and conditions of this Contract.
Subscribed and sworn to before me on this day of , 2000.
Notary Public
My Commission Expires:
FOR OAKLAND COUNTY:
BY: DATE:
G. William Caddell
Clerk/Register of Deeds
Oakland County, Michigan
CONTRACT NUMBER
2001-0818 final
Page 29
V 9,
r ' .11 •
•
Resolution #01297 November 8, 2001
The Chairperson referred the resolution to the Finance Committee.
There were no objections.
w
FISCAL NOTE (M.R. #01297) November 29, 2001
BY: FINANCE COMMITTEE, SUE ANN DOUGLAS, CHAIRPERSON
IN RE: COUNTY CLERK/REGISTER OF DEEDS RENEWAL OF THE REGISTER OF DEEDS CASH
RECEIPTING, INDEXING, IMAGING SYSTEM AND INTERNET SOLUTION
TO THE OAKLAND COUNTY BOARD OF COMMISSIONERS
Chairperson, Ladies and Gentlemen:
Pursuant to Rule XII-C of this Board, the Finance Committee has reviewed
the above referenced resolution and finds:
1. Miscellaneous Resolution #98157 authorized the implementation of a
Cash Receipting, Indexing and Imaging system with a contract between
ACS Government Records Management Division (ACS) and Oakland County
Clerk/Register of Deeds for a period of three (3) years ending
December 6, 2001.
2. The County Clerk/Register has reported successful implementation of
the system and recommends renewal of the contract with ACS for a
total estimated annual cost of $1,833,750, as detailed below:
-ACS will continue to install the necessary hardware and
software at their expense.
-ACS will continue charging a $2.55 fee per document
successfully processed for an estimated annual cost of
$1,593,750 (approximately 625,000 transactions) and a $.24 fee
per document successfully imaged for an estimated annual cost
of $150,000 (approximately 625,000 transactions).
-ACS will continue to support the internet business solution
(Recorded Document Profile within @ccess Oakland) for a $7,500
per month fee for an annual cost of $90,000.
3. ACS will continue and complete the imaging/scanning of historical
documents dating from January 1, 1983 through June 30, 1999 at a
cost of $.11 for each document. The total estimated project cost is
$1,350,000 per Miscellaneous Resolution #00265.
4. The contract fees will be instituted for a period not less than four
years ending on September 30, 2005.
5. Funding is included in the FY 2002/2003 Adopted Budget, therefore no
budget amendments are recommended at this time.
FINAN E COMMITTEE
FINANCE =SUTTEE
Motion carried unanimously on a roll call vote.
E FOREGOING RESOUrr-
/////v/
on County Executive
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Date
I I.
Resolution #01297 November 29, 2001
Moved by Dingeldey supported by Palmer the resolutions on the Consent
Agenda be adopted.
AYES: Brian,
Douglas, Galloway,
Palmer, Patterson,
NAYS: None.
Buckley, Causey-Mitchell, Coleman, Crawford, Dingeldey,
Garfield, Gregory, Law, McPherson, Moffitt, Obrecht,
Sever, Suarez, Taub, Webster, Appel. (21)
(0)
A sufficient majority having voted therefore, the resolutions on the
Consent Agenda were adopted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, G. William Caddell, Clerk of the County of Oakland, do hereby certify that the
foregoing resolution is a true and accurate copy of a resolution adopted by the
Oakland County Board of Commissioners on November 29, 2001 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 2,ACh dayfof November, 2001.
G. William Caddell, County Clerk