HomeMy WebLinkAboutResolutions - 2019.03.14 - 30985MISCELLANEOUS RESOLUTION #19033 March 14, 2019
BY: Commissioner William Miller, Chairperson, Economic tarowth and Infrastructure Committee
IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY — AMENDMENTS TO EXHIBITS XI AND XII
OF THE COMPREHENSIVE INFORMATION TECHNOLOGY 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
WHEREAS the Board of Commissioners, in accordance with Miscellaneous Resolution #12153, dated June
7, 2012, approved the Department of Information Technology's Comprehensive Information Technology
Services Agreement enabling it to make additional technology services available to public bodies; and
WHEREAS the Oakland County Department of Information Technology has developed numerous
applications to more efficiently conduct governmental operations and is sharing certain applications with
other governmental bodies to improve government efficiency and as a means of cost recovery; and
WHEREAS with the adoption of Miscellaneous Resolution #19007, as amended, the Board of
Commissioners clarified that Agreements for public entities within Oakland County and Agreements with
public bodies outside of Oakland County that are solely for Emergency Support Services and IT Security
Advice may continue to be signed by the Board Chairperson, while Agreements with public bodies outside
of Oakland County for all other services, shall be reviewed through the Committee process and must be
approved by the Board of Commissioners before they can be signed by the Board Chairperson; and
WHEREAS the Department of Information Technology currently has Interlocal Agreements with public
bodies to provide information technology services as authorized by the Board of Commissioners in
Miscellaneous Resolutions #17263 dated September 28, 2017 and Miscellaneous Resolution #17034 dated
February 15, 2017; and
WHEREAS the services authorized to be offered by the Department of Information of Technology in MR
#17263 and #17034 are outlined in the Exhibits to the Comprehensive Information Technology Services
Agreement; and
WHEREAS the Board of Commissioners have approved Exhibits to the Comprehensive Information
Technology Services Agreemement describing and outlining the terms of service for the following
applications provided by the Department of Information Technology: 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 Services, CLEMIS; ArcGIS Online; Data
Sharing; CAMS and Pictometry Licensed Products; and
WHEREAS Corporation Counsel and the Department of Information Technology are recommending
modifications to Exhibit XI — ArcGIS Services and Exhibit XII — Data Sharing Services.
NOW THEREFORE IT BE RESOLVED that the Oakland County Board of Commissioners approves the
attached Comprehensive Information Technology Services Agreement, amending Exhibits XI and XII.
BE IT FURTHER RESOLVED that no budget amendment is required at this time.
Chairperson, on behalf of the Economic Growth and Infrastructure Committee, I move the adoption of the
foregoing resolution.
Commissioner William Miller, District #14
Chairperson, Economic Growth and
Infrastructure Committee
ECONOMIC GROWTH AND INFRASTRUCTURE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote with Spisz and Weipert absent.
AGREEMENT FOR I.T. SERVICES BETWEEN
OAKLAND COUNTY AND
Name of Public Body
This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional
Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Name of
Public Body ("Public Body") 123 Public Body Address, Anywhere, MI 55555. 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. A2reement 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.
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1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.6. rublic Body means the Name of Public Body which is an entity created by state or local
authority or which is primarily funded by or through state or local authority, including, but
not limited to, its council, 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 I.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. I.T. 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.
1.9.2. 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.
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1.9.7. Remedial Support Services means providing Public Body assistance with
diagnosis and configuration of Public Body owned system components.
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. ArcGIS 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 I.T. 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:
Exhibit I:
Exhibit II:
Exhibit III:
Exhibit IV:
Exhibit V:
Exhibit VI:
Exhibit VII:
Online Payments
Over The Counter Payments
Pay Local Taxes
Jury Management System
Web Publishing Suite
Remedial Support Services
Data Center Use and Services
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Exhibit VIII: Oaknet Connectivity
Exhibit IX: Internet Service
Exhibit X: CLEMIS
Exhibit XI: ArcGIS Online
Exhibit XII: Data Sharing
Exhibit XIII: Pictometry Licensed Products
Exhibit XIV: Security Best Practice Advice
Exhibit XV: Collaborative Asset Management System (CAMS)
2. COUNTY RESPONSIBILITIES.
2.1. County, through its Department of Information Technology, shall provide the I.T. 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 1.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 I.T. 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.
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2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of County's data and County's compliance with Federal, State and local laws and
industry standards, including, but not limited to, the Health Insurance Portability and
Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI
DS S.)
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 servicecenter@oakgov.com
Service Center Website https://se.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
web site. 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 LT. 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.
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3.3. Public Body shall follow County's I.T. 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 1.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 LT. Services provided herein or
networks connected with the I.T. Services.
3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall:
3.5.1. Utilize an antivirus software package/system on their equipment and keep same
updated in a reasonable manner.
3.5.2. Have a unique User ID and password that will be removed upon termination of Public
Body Employee's employment or association with Public Body.
3.5.3. Maintain the most reasonably current operating system patches on all equipment
accessing the I.T. Services.
3.6. If authorized by County, Public Body may extend I.T. Services to other entities 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 I.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
3.7.8.2. Telephone Number
3.7.8.3. Email Address
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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. 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. 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 1.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,
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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
T.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
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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.
72. Within five (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 LT. 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, performance, or
nonperformance of this Agreement involving or affecting the Parties may first be submitted to
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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 I.T. Services for any of the following reasons: (i) requests by law enforcement
or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities
relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this
Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in
addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl I.
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. JSEVERABILITY. 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.
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I.T. SERVICES - INTERLOCAL AGREEMENT
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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 NOTICES. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid,
and addressed to the person listed below. Notice will be deemed given on the date when one of the
following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent
express delivery service or personal delivery; or (iii) three days after mailing first class or certified
U.S. mail.
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: Name of Contract Contact, 123
Contact Address, Anywhere, MI 55555.
21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
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.
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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 hereby acknowledges that he/she has been authorized by a resolution
of the Name of Public Body, 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: DATE:
Signer
Signer Title
WITNESSED:
DATE:
AGREEMENT
ADMINISTRATOR:
(IF APPLICABLE)
DATE:
IN WITNESS WHEREOF, David T. Woodward, 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:
David T. Woodward, Chairperson
Oakland County Board of Commissioners
WITNESSED:
Oakland County Board of Commissioners
County of Oakland
DATE:
DATE:
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EXHIBIT XI
I.T. SERVICES AGREEMENT
ArcGIS ONLINE
INTRODUCTION
ArcGIS Online ("AGO") is a web based, collaborative Geographic Information System (GIS) that
allows users having an AGO Named User account to create and share maps, applications (apps),
layers, analyties, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure
cloud.
County entered into an agreement with ESRI that permits County to deploy AGO to Public Body
(County Contract No. 005562, Enterprise Agreement No. 330721, and herein referred to as the
"Enterprise Agreement," which can be found on the Oakland County Purchasing Website at the
'Contract Public Search' link or provided to the Public Body upon request). The Parties desire for
Public Body to be authorized to access and use AGO as specified in the Enterprise Agreement.
County will provide Public Body with AGO Named User accounts that will allow Public Body to
access the County's AGO portal without having to purchase, manage or maintain its own AGO
Named User accounts.
The Enterprise Agreement includes a License Agreement (herein referred to as the "License
Agreement") and a CVT Acknowledgment Statement, which is attached and incorporated as
Addendum A, that Public Body must comply with in order to access and use AGO.
I. DEFINITIONS
1.1. "Deploy," "Deployment," or "Deployed" means County assigning, managing, and
maintaining AGO Named User accounts for access to and use of County's AGO portal
by Public Body.
1.2. "Tier 1 Support" means the Technical Support provided via the Oakland County
Service Center to Public Body to resolve reported incidents involving Public Body's
access to or use of County's AGO portal.
2. OAKLAND COUNTY-RESPONSIBILITIES
2.1. Deployment. County will deploy AGO Named User accounts to Public Body through
County's Service Center as specified in the Enterprise and License Agreements
without fee or cost to Public Body. The deployment of AGO Named User accounts by
County to Public Body will terminate as specified in the Enterprise or License
Agreements, the Agreement, or this Exhibit.
I.T. SERVICES AGREEMENT-EXHIBIT XI
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2.2. Support. County's Information Technology (IT.) Department will pass through
updates and provide Tier I Support to Public Body for applicable AGO use without
fee or cost to Public Body.
3. PUBLIC BODY RESPONSIBILITIES
3.1. Public Body Compliance. Public Body and its employees and contractors shall comply
with the terms and conditions in this Exhibit, the CVT Acknowledgement Statement,
the License Agreement, any amendments or new agreements mentioned in this
Exhibit, and any applicable laws, rules, and regulations when accessing or using AGO.
Public Body's access and use of AGO may be suspended or terminated if County is in
breach of the Enterprise Agreement or if Public Body is in breach of this Exhibit, the
CVT Acknowledgement Statement, the License Agreement, any amendment or new
agreements mentioned in this Exhibit, or any applicable laws, rules, and regulations
when accessing or using AGO. Public Body acknowledges and agrees that it has
reviewed the License Agreement.
3.2. Amendments to Enterprise or License Agreements. In order to access and use AGO,
Public Body shall agree to and comply with any and all amendments to the Enterprise
or License Agreements relating to the access or use of AGO. Amendments to the
Enterprise or License Agreements can be found on the Oakland County Purchasing
Website at the 'Contract Public Search' link or provided to the Public Body upon
request. County will use reasonable efforts to provide notice to Public Body when
County becomes aware of applicable amendments to the terms and conditions of the
Enterprise or License Agreements.
3.3. New Agreements. County may enter into new agreements in the future with ESRI
involving AGO. New agreements between County and ESRI may require Public Body
to agree to and sign (if necessary) new CVT Acknowledgment Statements, License
Agreements, or other equivalent or similar agreements. In order to access and use
AGO, Public Body shall agree to and comply with new CVT Acknowledgment
Statements, License Agreements, or other equivalent or similar agreements. New
agreements can be found on the Oakland County Purchasing Website at the 'Contract
Public Search' link or provided to the Public Body upon request. County will use
reasonable efforts to provide notice to Public Body when it becomes aware that Public
Body must comply with any new agreements.
3.4. Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of AGO, including but not limited
to, restricting Public Body's AGO credit consumption or designating Public Body's
employees and contractors that may report AGO incidents to the Service Center. In
order to access and use AGO, Public Body shall agree to and comply with new or
different standards or guidelines that are provided to Public Body.
I.T. SERVICES AGREEMENT-EXHIBIT XI
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3.5. Identity & Access Management ("TAM") Self Service Registration. All employees and
contractors of Public Body must create an IAM account through Service Center's self-
registration to access or use AGO.
3.6. Account Notification Requirements. Public Body shall immediately inform County
via the Service Center if any employee or contractor of Public Body is no longer
employed by the Public Body, no longer requires access to the AGO portal, or breaches
this Exhibit, the CVT Acknowledgement Statement, the Enterprise or License
Agreements, any applicable amendments to those agreements, or any new agreement
mentioned in this Exhibit. County may require Public Body to verify its inventory of
active Public Body AGO Named User accounts periodically.
3.7. Prohibition on Storing Certain Data in AGO. Public Body shall not upload to, process,
use, or store in AGO any of the following: Personal information (PI) or Personal identifying
information (PT!) as those terms are defined in MCL 445.63, Protected Health Information
(PHI) as defined in 45 CFR 160.103, or Criminal Justice Information (CR) which is defined
as data or information governed by the CJIS Security Policy (currently found at:
https://www.tbi.goviservices/cjis/cj s-security-policy-resource-center).
4. EXECUTION OF CVT ACKNOWLEDGEMENT STATEMENT
4.1. Public Body shall sign and provide the County with the signed original CVT
Acknowledgement Statement (Addendum A), prior to County deploying AGO Named
User accounts to Public Body. The CVT Acknowledgement Statement must be signed
by an authorized representative of Public Body. After Public Body signs and provides
the County with the signed original CVT Acknowledgement Statement (Addendum A),
County will provide the CVT Acknowledgement Statement signed by Public Body to
ES RI.
5. LICENSED USE AND ACCESS
5.1. County grants to Public Body a nonexclusive license to use County developed
software applications, if any, needed to receive this I.T. Service. This license cannot
be provided to any other party without County's advance written consent.
SERVICES AGREEMENT-EXHIBIT XI
Page 3
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ADDENDUM A
CVT ACKNOWLEDGMENT STATEMENT
(ArcGIS Online)
Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street,
Redlands, CA 92373 and County of Oakland, MI ("County"), have entered into an Enterprise
Agreement (EA) identified as Enterprise Agreement No. 330721. Esri has authorized County to Deploy
ArcGIS Online to specific CVTs during the term of the EA. Deployment by County of ArcGIS Online to
each CVT and CVTs use of ArcGIS Online is subject to the terms of License Agreement contained in the
EA and the additional requirements below.
The CVT, identified below as a Licensee, represents that it has received and read the License Agreement
and understands and agrees to be bound by the terms of the License Agreement and the below additional
requirements for use of AreGIS Online Deployed by County to it. CVT agrees that Esri may pursue
remedies against CVT for material breach of the License Agreement or the below additional requirements.
All Deployments made by County to CVT will be made through County's centralized point of contact and
will cease upon expiration or termination of County EA. County shall pass through updates and provide
Tier I Support to CVT during the term of the EA for applicable ArcGIS Online use.
The following additional conditions apply:
(1) Beta licenses are not available during the term of the EA. Therefore, Section 1.4 Trial, Evaluation,
and Beta Licenses, in the License Agreement does not apply to CVT.
(2) Section 1.2. Consultant or Contractor Access in the License Agreement, is modified to add the
following restriction: Access to and use of any ArcGIS Online is restricted to use by consultants
and contractors who are under contract with CVT, for the sole benefit of CVT while (i) working
on-site at CVT's facilities; (ii) remotely accessing or using ArcGIS Online from CVT's on-site
computers or machines; or (iii) remotely accessing or using EA Products from a third party's
computers or machines. CVT shall require consultant or contractor to discontinue access to and
use of EA Products upon completion of work for CVT.
(3) CVT remains subject to Export Compliance requirements as outlined in the License Agreement.
(4) Transfer, redistribution, or assignment of ArcGIS Online and any EA Product to any third party
without Esri's written permission is prohibited.
(5) During the term of the EA, licenses Deployed by County to CVT may be terminated if County or
CVT is in material breach.
(6) Any and all Amendments to License Agreement relating to the use of ArcGIS Online signed by
the County and Esri shall be binding on the CVT.
(7) CVT, including its consultants, contractors, agents, and volunteers, shall not upload to, process, or
store in ArcGIS Online any Personal identifying information (PII) as defined in MCL 445.63,
Protected Health Information (PHI) as defined in 45 CFR 160.103, or Criminal Justice
Information (CJI) defined as data or information governed by the CJIS Security Policy (which is
currently found at: https://www.fbi.goviservices/cjiskjis-security-policy-resource-center).
LT. SERVICES AGREEMENT-EXHIBIT XI
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MR 17-263 9/28/2017
In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement,
the terms and conditions of this document shall have precedence over those contained in the License
Agreement. No other rights are granted to CVT under this acknowledgment.
ACCEPTED AND AGREED:
(CVT)
Signature:
Printed Name:
Title:
Date:
LT. SERVICES AGREEMENT-EXHIBIT XI
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MR 17-263 9/28/2017
EXHIBIT XII
I.T. SERVICES AGREEMENT
DATA SHARING
INTRODUCTION
The Enhanced Access to Public Records Act, 1996 PA 462, MCL 15.44f1 et seq., and the Urban
Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., allow the County to make Access Oakland
Products and data owned and maintained by the County on or in relation to its Geographic Information
System (GIS) available to Public Body without fee or cost for the purposes and uses described in this
Exhibit.
I. DEFINITIONS
1.4. "Geographic Information System Data" or "GIS Data" means any output from the
County's computerized database, developed pursuant to MCL 15.441 et seq., for the
purpose of making public records immediately available for public inspection or their
purchase or copying by digital means.
12. "Access Oakland Product" means any specially packaged public record, information or
product, developed pursuant to MCL 15.441 et seq., for the purpose of making public
records immediately available for public inspection or their purchase or copying by digital
means, and available via the County's website.
1.3. "Consultants, Contractors or Subcontractors" mean entities under contract to Public
Body who use Access Oakland Products and/or GIS Data in or for performance of services
pursuant to their contract with Public Body.
1,4. "Third Party" means a person who requests Access Oakland Products and/or GIS Data
from Public Body and is not a Public Body entity or a Consultant, Contractor or
Subcontractor performing services for Public Body.
2. OAKLAND COUNTY RESPONSIBILITIES
2.1. The County may provide Public Body, without fee or cost, with data available as GIS Data
and/or Access Oakland Products in retrievable form for public purposes permitted by law,
including but not limited to assessing, planning, zoning, property inspection, economic or
community development, public safety, public works, parks and recreation, and
engineering.
3. PUBLIC BODY RESPONSIBILITIES
3.1. All of the Access Oakland Products and GIS Data, including but not limited to text, data,
photographs, maps, images, graphics, audio and video clips, trademarks, logos and service
marks (collectively the "Content") are owned by the County or licensed to the County by
parties who own the Content. The Content is protected by copyright, trademark, and other
I.T. Services — Data Sharing Exhibit Page 1 of 3
intellectual property law. Public Body will cooperate promptly with any reasonable request
by the County in any investigation of possible infringement of any applicable copyright or
other proprietary right related to Public Body's use of Access Oakland Products and/or GIS
Data.
3.2. All requests for GIS data and/or Access Oakland Products for the uses specified in
Paragraph 2.1 shall be made on behalf of Public Body by a designee of Public Body.
3.3. Requests for GIS Data will be submitted to the One Stop Shop, Oaldand County, Michigan
and requests for Access Oakland Products will be submitted to Access Oakland's Account
Services website. Either Party to this agreement may designate another individual to make
or receive such requests by providing prior written notice.
3.4. Public Body will only use GIS Data and/or Access Oakland Products provided by the
County under this Agreement in the performance of Public Body's authorized and
permitted duties.
3.5. Public Body may provide its Consultants, Contractors, or Subcontractors with access to the
GIS Data and/or Access Oakland Products in accordance with all the following conditions:
3.5.1 Public Body shall have its Consultants, Contractors, or Subcontractors sign the
Contractor Data Sharing Services Agreement, which is attached and incorporated
into this Exhibit as Attachment A, and forward it to the County along with
Contractor's required insurance documentation. The County will provide the fully
executed Contractor Data Sharing Services Agreement to Public Body. Public Body
shall forward the fully executed Contractor Data Sharing Services Agreement to the
Consultant, Contractor, or Subcontractor. The Contractor Data Sharing Services
Agreement must be signed by County and Contractor, prior to the Public Body's
Consultants, Contractors, or Subcontractors accessing or using the GIS Data and/or
Access Oakland Products;
3.5.2 Public Body's Consultants, Contractors, or Subcontractors shall refrain from using
the GIS Data and/or Access Oakland Products for any purpose except what is
authorized by Public Body in relation to the performance of Public Body's official
duties; and,
3.5.3 Public Body's Consultants, Contractors, or Subcontractors shall delete, remove, and
shall cease using all copies of GIS Data and/or Access Oakland Products, regardless
of their form or method of storage, upon the completion or termination of its
consulting, contracting or subcontracting relationship with Public Body and/or the
completion of its assigned tasks or duties and/or termination of this Exhibit.
3.6. County may, and reserves the right to, implement future standards and guidelines as needed
for use of the GIS Data and/or Access Oakland Products, including but not limited to,
limiting the number of Public Body's or its Consultants, Contractors, or Subcontractors
user accounts. In order to access and use the GIS Data and/or Access Oakland Products,
Public Body and its Consultants, Contractors, or Subcontractors shall agree to and comply
I.T. Services — Data Sharing Exhibit Page 2 of 3
with new or different standards or guidelines that are provided to Public Body. Public Body
shall provide any new or different standards or guidelines to its Consultants, Contractors,
or Subcontractors.
3.7. Public Body shall immediately inform County via the Service Center if any of its
employees, Consultants, Contractors, or Subcontractors are no longer employed by the
Public Body, no longer require access to the GIS Data and/or Access Oakland Products, or
use the GIS Data and/or Access Oakland Products for any purpose except what is
authorized by Public Body in relation to the performance of Public Body's official duties.
3.8. Public Body shall comply with all of the provisions in MCL 15.443(1)(d). Except as
provided in section 3.5 above, Public Body agrees that it shall refrain from providing GIS
Data and/or Access Oakland Products to Third Parties, as that term is defined in MCL
15.442(i). Public Body shall refer all requests by Third Parties to purchase or otherwise
acquire GIS Data and/or Access Oakland Products to Oakland County.
4. LICENSED USE AND ACCESS
41 County grants to Public Body a nonexclusive license to use County developed software
applications, if any, needed to receive this I.T. Service. This license cannot be provided to
any other party without County's advance written consent.
I.T. Services — Data Sharing Exhibit Page 3 of 3
ATTACHMENT A
TO EXHIBIT XII
I. T. SERVICES AGREEMENT
DATA SHARING
CONTRACTOR DATA SHARING SERVICES AGREEMENT
This Contractor Data Sharing Services Agreement (herein referred to as the "Contractor
Agreement") is made between Oakland County, a Constitutional and Municipal Corporation,
1200 North Telegraph, Pontiac, Michigan 48341 (the "County") and
(the "Contractor").
(Contractor Name and Address)
RECITALS
A. WHEREAS, ("Public Body'), utilizes Oakland County, Michigan
("County") owned GIS Data and/or Access Oakland Products (referred to individually or
collectively as "Data Sharing Services") pursuant to an agreement with the County; and
B. WHEREAS, Public Body has requested and authorized County to provide Data Sharing
Services to Contractor, in order for Contractor to fulfill its contractual obligations to Public
Body.
C. WHEREAS, County is willing to provide Data Sharing Services to Contractor, subject to the
following terms and conditions.
NOW, THEREFORE, the Contractor and County, collectively referred to as the "Parties," agree
to the following:
AGREEMENT
I. Definitions: In addition to the terms and expressions defined elsewhere in this Contractor
Agreement, the following words and expressions are defined and interpreted throughout this
Contractor Agreement as:
1.1 Access Oakland Product means any specially packaged public record, information or
product, developed pursuant to MCL 15.441 et seq., for the purpose of making public
records immediately available for public inspection or their purchase or copying by digital
means, and available via the County's website.
1.2 Contractor Employee means any employee; officer; director; member; manager; trustee;
volunteer; attorney; licensee; contractor; subcontractor; independent contractor;
subsidiary; joint venture; partner or agent of Contractor; and any persons acting by,
through, under, or in concert with any of the above, whether acting in their personal,
representative, or official capacities. Contractor Employee shall also include any person
EXHIBIT X11-1.T. SERVICES AGREEMENT, DATA SHARING Page 1 of 9
who was a Contractor Employee at any time during the term of this Contractor Agreement
but, for any reason, is no longer employed, appointed, or elected in that capacity.
1.3 Claims mean any alleged losses, claims, complaints, demands for relief or damages, suits,
causes of action, proceedings, judgments, deficiencies, liability, 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 imposed on,
incurred by, or asserted against the County, or for which the County may become legally
and/or contractually obligated to pay or defend against, whether direct, indirect or
consequential, whether based upon any alleged violation of the federal or the state
constitution, any federal or state statute, rule, regulation, or any alleged violation of
federal or state common law, whether any such claims are brought in law or equity, tort,
contract, or otherwise, and/or whether commenced or threatened.
1.4 County Oakland County, a Municipal 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 Data Sharing Services means GIS Data and/or Access Oakland Products.
1.6 Geographic Information System Data or GIS Data means any output from the
County's computerized database, developed pursuant to MCL 15.441 et seq., for the
purpose of making public records immediately available for public inspection or their
purchase or copying by digital means.
2. Service Provided by County: County may provide Data Sharing Services to Contractor
without cost to Contractor during the duration of this Contractor Agreement, subject to any
other terms or conditions in this Contractor Agreement.
3. Contractor's Obligations: Contractor agrees that, when accessing or using Data Sharing
Services, Contractor shall:
3.1 Use the Data Sharing Services solely to fulfill its contractual obligations to the Public
Body. Contractor shall refrain from using the Data Sharing Services for any purpose
except those authorized by Public Body in relation to the performance of its official duties;
3.2 Not copy, reuse, republish or otherwise distribute the Data Sharing Services or any
modified or altered versions of it, whether over the Internet or otherwise, and whether or
not for payment, without the express written permission of County;
3.3 Be bound by and comply with all future standards and guidelines implemented by County
regarding the use of Data Sharing Services;
3.4 Immediately notify the Public Body if Contractor Employees are no longer employed by
the Contractor, if Contractor no longer requires access to the Data Sharing Services, if
there is unauthorized disclosure or use of the Data Sharing Services, or if any Contractor
Employees violate the terms of this Contractor Agreement or amendments thereto;
EXHIBIT XII-LT. SERVICES AGREEMENT, DATA SHARING Page 2 of 9
3.5 Comply with any terms contained in any license agreements, service agreements,
acceptable use policies, and similar terms of service that County must "pass through" to
Contractor in order to provide Contractor with the Data Sharing Services. County will
provide Contractor with a copy of any license agreements, service agreements, acceptable
use policies, and similar terms of service that County must "pass through" to Contractor,
if requested by Contractor;
3.6 Cease using, delete, and remove any and all Data Sharing Services or copies thereof,
regardless of their form or method of storage, upon the earliest of any one of the following
events:
3.6.1 Completion or termination of Contractor's consulting, contracting or
subcontracting relationship with Public Body;
3.6.2 The completion of Contractor's assigned tasks or duties for Public Body that
involved the Data Sharing Services;
3.6.3 Public Body notifying Contractor that Public Body no longer has an agreement
with the County to use or have access to Data Sharing Services; or
3.6.4 Upon termination of this Contractor Agreement for any reason.
4. Ownership of Data Sharin2 Services: The Data Sharing Services, including but not limited
to text, data, photographs, maps, images, graphics, audio and video clips, trademarks, logos
and service marks (collectively the "Content") are owned by the County or licensed to the
County by parties who own the Content. The Content is protected by copyright, trademark,
and other intellectual property law. Contractor will cooperate promptly with any reasonable
request by the County in any investigation of possible infringement of any applicable
copyright or other proprietary right related to Contractor's use of Data Sharing Services.
5. Disclaimer of Warranty and Liability:
5.1 COUNTY PROVIDES THE DATA SHARING SERVICES ON AN "AS IS" AND "AS
AVAILABLE" BASIS. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF ACCURACY, RELIABILITY, NON-INFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-
INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR
REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM,
INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF
ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE.
COUNTY DOES NOT REPRESENT THAT ACCESS TO THE DATA SHARING
SERVICES WILL BE UNINTERRUNED OR THAT THERE WILL BE NO
FAILURES, ERRORS OR OMISSIONS, OR LOSS OF TRANSMITTED
INFORMATION.
EXHIBIT XII-I,T, SERVICES AGREEMENT, DATA SHARING Page 3 of 9
5.2 USE OF THE DATA SHARING SERVICES IS AT CONTRACTOR'S OWN RISK.
COUNTY WILL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS
CONTAINED IN THE SERVICE.
5.3 IN NO EVENT WILL THE COUNTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION IN
CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF
OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATA
SHARING SERVICES.
6. Maintenance or Modification: County may, without notice, perform maintenance on, or
modify the Data Sharing Services at any time. County may, without notice, restrict or deny
Contractor's access to the Data Sharing Services during any maintenance or modification.
7. Compliance with Laws: Contractor shall comply with all federal, state, and local statutes,
ordinances, regulations, and administrative rules and requirements applicable to its activities
performed under this Contractor Agreement.
8. Auditing: County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of the Data Sharing Services and County's compliance with Federal, State and local
laws and industry standards.
9. Delegation or Assignment: Contractor shall not delegate or assign any obligation or right
under this Contractor Agreement.
10. Indemnification: Contractor shall indemnify, defend, and hold the County harmless from all
Claims, incurred by or asserted against the County by any person or entity, which are alleged
to have been caused directly or indirectly from the acts or omissions of Contractor or
Contractor's Employees. The County's right to indemnification is in excess and above any
insurance rights/policies required by this Contractor Agreement.
11. Contractor Provided Insurance: At all times during this Contractor Agreement, Contractor
shall obtain and maintain insurance according to the requirements listed in Appendix A.
12. Term: This Contractor Agreement shall be effective when executed by all Parties, and shall
remain in effect until the earliest of any one of the following events:
12.1 Contractor completes or terminates its consulting, contracting or subcontracting
relationship with Public Body;
12.2 Public Body notifying Contractor that Public Body no longer has an agreement with the
County to use or have access to Data Sharing Services;
12.3 Five (5) years after the effective date of this Contractor Agreement; or
12.4 Otherwise terminated as set forth in this Contractor Agreement.
EXHIBIT XII-I.T. SERVICES AGREEMENT, DATA SHARING Page 4 of 9
13. Termination:
13.1 By County: County may terminate this Contractor Agreement immediately and without
advance notice for any reason, including convenience. Notice to Contractor terminating
this Contractor Agreement by County 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 and address listed below for Contractor. Contractor may change
the person and/or address that notice shall be given to by providing the name of the new
person and/or address to the County in writing.
13.2 By Contractor: Contractor may terminate this Contractor Agreement at any time and for
any reason, including convenience, upon sending written notice to County. The effective
date of termination shall be seven business days after sending the notice, or a later date if
clearly stated in the written notice.
14. Notices: Notices given under this Contractor Agreement shall be in writing and shall be
personally delivered, sent by express delivery service, certified mail, or first-class U.S. mail
postage prepaid, and addressed to the person listed below. Notice will be deemed given on
the date when one of the following first occur: (i) the date of actual receipt; (ii) the next
business day when notice is sent express delivery service or personal delivery; or (iii) three
days after mailing first class or certified U.S. mail.
14.1 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,
14.2 If Notice is sent to Contractor, it shall be addressed to the person and address listed below
for Contractor.
14.3 Either Party may change the individual to whom Notice is sent and/or the mailing
address by notifying the other Party in writing of the change.
15. Cumulative Remedies: A Party's exercise of any remedy shall not preclude the exercise of
any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole
discretion, to determine which remedies are to be exercised and in which order.
16. Governing Law/ Consent to Jurisdiction and Venue: This Contractor Agreement shall be
governed, interpreted, and enforced by the laws of the State of Michigan. Any action brought
to enforce, interpret, or decide any claim arising under or related to this Contractor Agreement
shall be brought in the Sixth 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.
17. Modifications or Amendments: Any modifications, amendments, rescissions, waivers, or
releases to this Contractor Agreement must be in writing and agreed to by all Parties.
EXHIBIT XI I-I.T. SERVICES AGREEMENT, DATA SHARING Page 5 of 9
18. Interpretation of Agreement: The language of this Contractor Agreement shall be construed
as a whole according to its fair meaning and not construed strictly for or against any Party.
19. Waiver: Waiver of any term or condition under this Contract must be in writing and notice
given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed
or construed as a continuing waiver of any term or condition of this Contract. No waiver by
either Party shall subsequently affect its right to require strict performance of this Contract.
20. Severabilitv: If a court of competent jurisdiction finds a term or condition of this Contract to
be illegal or invalid, then the term or condition shall be deemed severed from this Contract.
All other terms or conditions shall remain in full force and effect. Notwithstanding the above,
if Contactor's promise to indemnify or hold the County harmless is found illegal or invalid,
Contractor shall contribute the maximum it is permitted to pay by law toward the payment and
satisfaction of any Claims against the County.
21. Entire Agreement: This Contractor Agreement represents the entire agreement between the
Parties and supersedes any and all other communications, prior, contemporaneous or
subsequent.
The Parties have taken all actions and secured all approvals necessary to authorize and complete
this Contractor Agreement. The persons signing this Contractor Agreement on behalf of each Party
have legal authority to sign this Contractor Agreement and bind the Parties to the terms and
conditions contained herein.
FOR COUNTY:
Executed by:
Title:
FOR CONTRACTOR:
(Signature of Contractor's Authorized Representative)
(Printed name)
(Title)
(Address)
(Address continued)
Date:
Date:
EXHIBIT XII-I.T. SERVICES AGREEMENT, DATA SHARING Page 6 of 9
APPENDIX A
CONTRACTOR INSURANCE REQUIREMENTS
During this Contractor Agreement, the Contractor shall provide and maintain, at their own
expense, all insurance as set forth and marked below, protecting the County against any Claims.
The insurance shall be written for not less than any minimum coverage herein specified.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b)
Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and
Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad
Form Contractual including coverage for obligations assumed in this Contractor Agreement;
$1,000,000 — Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$2,000,000 — Products & Completed Operations Aggregate Limit
$2,000,000 — General Aggregate Limit
$ 100,000 — Damage to Premises Rented to You (formally known as Fire Legal Liability)
Workers' Compensation Insurance with limits statutorily required by any applicable Federal
or State Law and Employers Liability insurance with limits of no less than $500,000 each
accident, $500,000 disease each employee, and $500,000 disease policy limit. Contractor must
also satisfy one of the following:
1. Fully Insured or State approved self-insurer; or
2. Sole Proprietors must submit a signed Sole Proprietor form; or
3. Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337
Certificate of Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage
arising out of the use of any owned, hired, or non-owned automobile with a combined single
limit of $1,000,000 each accident. This requirement is waived if there are no company owned,
hired or non-owned automobiles utilized in the performance of this Contractor Agreement.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each
occurrence. Umbrella or Excess Liability coverage shall be no less than following form of
primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the
primary Commercial General Liability limits to meet the combined limit requirement.
EXHIBIT XII-I.T. SERVICES AGREEMENT, DATA SHARING Page 7 of 9
Supplemental Coverages Required:
1. Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors,
Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum
limits of $1,000,000 per claim and $1,000,000 aggregate; and
2. Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate.
EXHIBIT XII-I.T. SERVICES AGREEMENT, DATA SHARING Page 8 of 9
General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following
terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of
compliance with all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other
insurance or self-insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for
subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under
any form. All policies shall be endorsed to provide a written waiver of subrogation in favor
of the County;
3. Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk
of the Contractor;
4. Contractors shall be responsible for their own property insurance for all equipment and
personal property used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with
any required supplemental coverages shall be endorsed to name the County of Oakland and it
officers, directors, employees, appointees and commissioners as additional insured where
permitted by law and policy form;
6. The Contractor shall require its contractors or sub-contractors, not protected under the
Contractor's insurance policies, to procure and maintain insurance with coverages, limits,
provisions, and/or clauses equal to those required in this Contract;
7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the
County's execution of the Contractor Agreement and must bear evidence of all required
terms, conditions and endorsements; and
8. All insurance carriers must be licensed and approved to do business in the State of Michigan
and shall have and maintain a minimum A.M. Best's rating of A- unless otherwise approved
by the County Risk Management Department.
EXHIBIT XII-I.T. SERVICES AGREEMENT, DATA SHARING Page 9 of 9
9/, cf
Resolution #19033 March 14, 2019
Moved by Miller seconded by KowaII the resolutions on the amended Consent Agenda be adopted (with
accompanying reports being accepted).
AYES: Jackson, Kochenderfer, Kowa11, Kuhn, Long, Luebs, Markham, McGillivray, Middleton,
Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson,
Hoffman. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted
(with accompanying reports being accepted),
GERALD D. POISSON
CHIEF DEPUV COUNTY EXECUTWE
ACTING PURSUANT To ma_ 45.559A(7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on March 14, 2019,
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 14th day of March, 2019.
Lisa Brown, Oakland County