HomeMy WebLinkAboutResolutions - 2019.03.14 - 30986MISCELLANEOUS RESOLUTION #19034 March 14, 2019
BY; Commissioner William Miller, Chairperson, Economic cirowth and Infrastructure Committee
IN RE: DEPARTMENT OF INFORMATION TECHNOLOGY — COMPREHENSIVE INFORMATION
TECHNOLOGY SERVICES INTERLOCAL AGREEMENT WITH THE ROAD COMMISSION FOR
OAKLAND COUNTY (RCOC)
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 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 the Board of Commissioners, pursuant to Miscellaneous Resolution #12153, approved the
Department of Information Technology's Comprehensive Information Technology Services Agreement
enabling the Department to make additional technology services available to public bodies; and
WHEREAS the Agreement enables the County to provide up to fifteen services with appropriate fees, when
applicable; and
WHEREAS in 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 Road Commission for Oakland County has requested the following services from the
Department of Information Technology: Online Payments, Over the Counter Payments, Oaknet
Connectivity, Esri Products, Data Sharing, Pictometry Licensed Products, and CAMS.
NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes the Chairman of the
Board to execute the Comprehensive Information Technology Service Agreements including the services
provided in Exhibits I, II, VIII, XI, XII, XIII and XV with the Road Commission for Oakland County.
BE IT FURTHER RESOLVED that upon receipt of final, executed agreement from the Road Commission
for Oakland County, the Oakland County Board of Commissioners authorizes its Chairperson to execute
and enter into this Agreement on behalf of the County of Oakland.
BE IT FURTHER RESOLVED that a copy of the signed Interlace! Agreement shall be provided to the
Elections Division of the Oakland County Clerk for transmission to the Office of the Great Seal of Michigan.
BE IT FURTHER RESOLVED that no budget amendment is recommended at this time.
Chairperson, on behalf of the Economic Growth and Infrastructure Committee, I move the adoption of the
foregoing resolution.
Commissioner William Miller, DTSIM
Chairperson, Economic Growth
Infrastructure Committee
and
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
ROAD COMMISSION FOR OAKLAND COUNTY
This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional
Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Road
Commission for Oakland County ("Public Body") 660 Plymouth Road, Plymouth, MI 48170. County
and Public Body may also be referred to jointly as "Parties".
ELEMSE_QEALREEMal. County and Public Body enter into this Agreement for the purpose of
providing Information Technology Services ("IT. Services") for Public Body pursuant to Michigan
law.
In consideration of the mutual promises, obligations, representations, and assurances in this Agreement,
the Parties agree to the following:
1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether
used in the singular or plural, shall be defined, read, and interpreted as follows.
1.1. Agreement means the terms and conditions of this Agreement and any other mutually
agreed to written and executed modification, amendment, 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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I.T. SERVICES - INTERLOCAL AGREEMENT
1.5. nay means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.6. Public Body means the Road Commission for Oakland County 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 LT. 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 LT. Services provided
under this Agreement. "Public Body Employee" shall also include any person who was a
Public Body Employee at any time during the term of this Agreement but, for any reason,
is no longer employed, appointed, or elected in that capacity.
1.8. Points of Contact mean the individuals designated by Public Body and identified to
County to act as primary and secondary contacts for communication and other purposes as
described herein.
1.9. LT. Services means the following individual I.T. Services provided by County's Department
of Information Technology, if applicable:
1.9.1. Online Payments mean the ability to accept payment of monies owed to Public
Body initiated via a website maintained by County using a credit card, a debit card
that functions as a credit card, or electronic debit of a checking account.
1.9.2. 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 webs ite 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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I.T. SERVICES - INTERLOCAL AGREEMENT
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. Esri Products means the ability to access a full suite of Environmental Systems
Research Institute, Inc ("Esri") online, desktop, and server Geographic Information
System ("GIS") applications, tools, and services that allows users to create, collect,
manage, maintain, display, and analyze spatial information.
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:
X Exhibit I:
X Exhibit II:
Exhibit
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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I.T. SERVICES - 1NTERLOCAL AGREEMENT
X Exhibit VIII: Oaknet Connectivity
Exhibit IX: Internet Service
Exhibit X: CLEMIS
X Exhibit XI: Esri Products
X Exhibit XII: Data Sharing
X Exhibit XIII: Pictometry Licensed Products
Exhibit XIV: Security Best Practice Advice
X Exhibit XV: Collaborative Asset Management System (CAMS)
2. COUNTY RESPONSIBILITIES.
2.1. County, through its Department of Information Technology, shall provide the LT. Services
selected above which are attached and incorporated into this Agreement.
2.2. County shall support the I.T. Services as follows:
2.2.1. Access. County will provide secure access to I.T. Services for use on hardware
provided by Public Body as part of its own computer system or as otherwise
provided in an Exhibit to this Agreement.
2.2.2. Maintenance and Availability. County will provide maintenance to its computer
system to ensure that the 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.
14.2. 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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I.T. SERVICES - INTERLOCAL AGREEMENT
2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of County's data and County's compliance with Federal, State and local laws and
industry standards, including, but not limited to, the Health Insurance Portability and
Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI
DSS.)
2.5.1. 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://sc.oakgov.com
2.8. County may access, use and disclose transaction information and any content to comply with
the law such as a subpoena, Court Order or Freedom of Information Act request. County
shall first refer all such requests for information to Public Body's Points of Contact for their
response within the required time frame. County shall provide assistance for the response if
requested by the Public Body's Points of Contact, and if able to access the requested
information. County shall not distribute Public Body's data to other entities for reasons
other than in response to legal process.
2.9. I.T. service providers require County to pass through to Public Body certain terms and
conditions contained in license agreements, service agreements, acceptable use policies and
similar terms of service, in order to provide I. T. Services to Public Body. Links to these
terms and conditions will be provided to Public Body and will be listed on the County's
website. County will provide notice when it becomes aware of changes to the terms and
conditions of these agreements.
3. PUBLIC BODY RESPONSIBILITIES.
3.1. Public Body shall immediately notify County of any unauthorized use of the I.T. Services
and any breach of security of the LT. 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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I.T. SERVICES - INTERLOCAL AGREEMENT
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 LT. 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 1.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 1.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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I.T. SERVICES - 1NTERLOCAL AGREEMENT
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. DUAATION 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. PAU/Labe
5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if
applicable.
5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g.
subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce
or testify regarding Public Body's data or information that is electronically stored by County
relating to I.T. Services the Public Body receives under this Agreement, then Public Body
shall reimburse County for all reasonable costs the County incurs in searching for,
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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
LT. 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.
7.2. 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. DIILLAILLEILS2R.334111111ITIEa.
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 LT. Services will meet Public Body's requirements;
(ii) the LT. Services will be uninterrupted, timely, secure or error-free; nor (iii) the results that
may be obtained by the I.T. Services will be accurate or reliable.
8.3. Any material or data downloaded or otherwise obtained through the use of the I.T.
Services is accessed at Public Body's discretion and risk. Public Body will be solely
responsible for any damage to its computer system or loss of data that results from
downloading of any material.
9. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any
other person, for any consequential, incidental, direct, indirect, special, and punitive or other
damages arising out of this Agreement.
10. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, 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 LT. 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 LT. Services provided herein; (iii) breach of the terms and conditions of this
Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in
addition to the right to terminate or cancel this Agreement according to the provisions in Section' 1.
County shall not incur any penalty, expense or liability if I.T. Services are suspended under this
Section.
13. i I I I 16 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. NEXERABILITY, 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
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. DiallUS. 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: Mary Gillis, Director of Central
Operations, 2420 Pontiac Lake Rd., Waterford MI 48328
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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I.T. SERVICES - INTERLOCAL AGREEMENT
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, Dennis Kolar, Managing Director, hereby acknowledges that he/she has been
authorized by a resolution of the Road Commission for Oakland County, a certified copy of which is
attached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body
to the terms and conditions of this Agreement.
EXECUTED: DATE:
Dennis Kolar, Managing Director
WITNESSED:
DATE:
AGREEMENT
ADMINISTRATOR: DATE:
(IF APPLICABLE)
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:
Page 12 of 12
I.T. SERVICES - INTERLOCAL AGREEMENT
EXHIBIT I
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
INTRODUCTION
1) County will provide an I.T. Service where the general public can make payments for any type
of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of a credit
card or electronic check, utilizing the Internet.
2) Public Body will be responsible for placing the URL provided by County onto their website
for this service.
3) If requested by Public Body, County will provide a single public web page that will reside on
County server(s) and include basic information with links to the LT. Service for Online
Payments. County will not provide content management. County will provide basic design
template customization (header and colors) and minimal content (basic contact information).
URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be
placed on this one page website.
4) Public Body will include the URL in printed or electronic communications to the general
public regarding this service.
5) Public Body shall respond to all questions from the general public regarding payments. County
shall refer questions regarding the amount of payment due or owing to Public Body.
6) County will provide Public Body with access to a password protected web site where Public
Body can issue credits and view daily, weekly, and monthly transaction activity of payments
processed through this I.T. Service.
7) The general public shall be required to pay County an Enhanced Access Fee to use this 1.T.
Service. County will use Enhanced Access Fees to recover costs associated with this I.T.
Service.
8) The Enhanced Access Fee charged to the general public shall be an amount established by
County Board of Commissioners (MISCELLANEOUS RESOLUTION #07121, County
Board of Commissioner Minutes, May 24, 2007, p. 246) or as revised by County Board of
Commissioners.
9) The person making the payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the Enhanced
Access Fee. The payment to Public Body will be deposited in Public Body's designated
account. The funds for the Enhanced Access Fee will be deposited into an account owned by
County.
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I.T. SERVICES AGREEMENT-EXHIBIT I
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ONLINE PAYMENTS EXHIBIT I
SUPPORT
The LT, Service will be supported by County's Information Technology (LT.) Department. Public
Body will designate two representatives to act as a primary and secondary Points of Contact with
County.
SUPPORT SERVICES
Support services to be provided by County will include:
Service Access
Access to the J.T. Service is via an internet browser. The URL for the general public to
initiate the Online Payments service will be provided by County.
The URL for Public Body to view activity reports and to perform all administrative
functions and for the general public to maintain recurring payments will be provided by
County.
SUPPORT PROCEDURES
T.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.cotn
Service Center Website https://sc.oakgov.com
SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service.
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I.T. SERVICES AGREEMENT-EXHIBIT I
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ONLINE PAYMENTS EXHIBIT I
SHARING OF NET ENHANCED ACCESS FEES
Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments,
Over The Counter Payments and/or Pay Local Taxes. For purposes of Sharing Net Enhanced
Access Fees, if the Public Body that entered into this Agreement is a Court, any Net Enhanced
Access Fees that can be shared will be directed to and deposited with the Court's Funding Unit or
Units. Payments will be made quarterly based on the County's fiscal year of October 1 through
September 30. Net Enhanced Access Fees is defined as follows:
• County will deduct a percentage from Public Body's gross Enhanced Access Fees to
cover transactional fees. The percentage will be recalculated every fiscal year due to
changes in County's costs incurred. County shall list the percentage of Enhanced
Access Fee used to calculate transactional fees on the www.G2Gcloud.com website.
Definitions:
Gross Enhanced Access Fees Collected — All fees added to transactions processed for your
agency paid by end-user
County's Cost for Transactional Fees —Average costs incurred by County to process
transactions for all agencies as a percentage of Gross Enhanced Access Fees Collected
Transactional Fees Deducted from Gross Enhanced Access Fees — Result of applying
percentage to Gross Enhanced Access Fees Collected
Net Enhanced Access Fees Remaining — Result of subtracting costs of transactional fees from
Gross Enhanced Access Fees Collected
50% Shared Back with Public Body- Percentage of Total Net Enhanced Access Fees to be
shared with your agency.
Fees Shared Back with Public Body — Funds your agency will receive
To illustrate:
$5,000 Gross Enhanced Access Fees Collected
x 35% County's Cost for Transactional Fees
- $1750 Transactional Fees Deducted from Gross Enhanced Access Fees
$3250 Net Enhanced Access Fees Remaining
x50% 50% Shared Back with Public Body
$1625 Fees Shared Back with Public Body
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I.T. SERVICES AGREEMENT-EXHIBIT I
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ONLINE PAYMENTS EXHIBIT I
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service for the general public via the URL provided
by County on the web site owned by Public Body.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card and check processing entities used by County. The
names and contact information for these entities shall be provided by County. County shall notify
Public Body in advance of any changes to the third party entities.
Public Body shall provide County with all necessary bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed applications needed
to receive this I.T. Service. This license cannot be provided to any other party without County's
consent in writing.
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I.T. SERVICES AGREEMENT-EXHIBIT
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EXHIBIT II
LT. SERVICES AGREEMENT
OVER THE COUNTER PAYMENTS
INTRODUCTION
1. County will provide an LT. Service where the general public can make Over the Counter
Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic
tickets by means of a credit card.
2. Public Body shall respond to all questions from the general public regarding payments.
1 County will provide Public Body with access to a password protected web site where
Public Body can issue credits and view daily, weekly, and monthly transaction activity of
payments processed through this LT. Service.
4. The general public shall be required to pay County a fee to use this I.T. Service. County
will use fees to recover costs associated with this I.T. Service.
5. The fee charged to the general public shall be an amount established by County Board of
Commissioners (MISCELLANEOUS RESOLUTION #07121, County Board of
Commissioner Minutes, May 24, 2007, p. 246) or as revised by County Board of
Commissioners.
6. The person making the payment will authorize two transactions: (1) one transaction for
payment of monies owed to Public Body and (2) one transaction for payment of the fee.
The payment to Public Body will be deposited in Public Body's designated account. The
fee will be deposited into an account owned by County.
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I.T. SERVICES AGREEMENT-EXHIBIT II
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OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II
SUPPORT
The LT. Service will be supported by County's Information Technology (LT.) Department. Public
Body will designate two representatives to act as primary and secondary Points of Contact with
County.
SUPPORT SERVICES
Support services to be provided by County will include:
Service Access
Access to the LT. Service is via a credit card reader provided by County attached to a
computer with a connection to an Internet website run by County.
The URL for Public Body to view activity reports and to perform all administrative functions
will be provided by County.
SUPPORT PROCEDURES
LT. Service incidents requiring assistance must be reported to the Service Center, by the Points
of Contact, to the phone number, e-mail or web site 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 Webs ite https://sc.oakgo v . co m
SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service.
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LT. SERVICES AGREEMENT-EXHIBIT II
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OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II
SHARING OF NET ENHANCED ACCESS FEES
Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments ,
Over The Counter Payments and/or Pay Local Taxes. For purposes of Sharing Net Enhanced
Access Fees, if the Public Body that entered into this Agreement is a Court, any Net Enhanced
Access Fees that can be shared will be directed to and deposited with the Court's Funding Unit or
Units. The Court and its Funding Unit or Units are responsible for agreeing upon the final
allocation of any fees shared under this plan. Payments will be made quarterly based on the
County's fiscal year of October 1 through September 30. Net Enhanced Access Fees is defined as
follows:
• County will deduct a percentage from Public Body's gross Enhanced Access Fees to
cover transactional fees. The percentage will be recalculated every fiscal year due to
changes in County's costs incurred. County shall list the percentage of Enhanced
Access Fee used to calculate transactional fees on the www.G2Gcloud.com website.
Definitions:
Gross Enhanced Access Fees Collected — All fees added to transactions processed for your
agency paid by end-user
County's Cost for Transactional Fees —Average costs incurred by County to process
transactions for all agencies as a percentage of Gross Enhanced Access Fees Collected
Transactional Fees Deducted from Gross Enhanced Access Fees — Result of applying
percentage to Gross Enhanced Access Fees Collected
Net Enhanced Access Fees Remaining — Result of subtracting costs of transactional fees from
Gross Enhanced Access Fees Collected
50% Shared Back with Public Body- Percentage of Total Net Enhanced Access Fees to be
shared with your agency.
Fees Shared Back with Public Body — Funds your agency will receive
To illustrate:
$5,000 Gross Enhanced Access Fees Collected
x 35% County's Cost for Transactional Fees
- $1750 Transactional Fees Deducted from Gross Enhanced Access Fees
$3250 Net Enhanced Access Fees Remaining
x50% 50% Shared Back with Public Body
$1625 Fees Shared Back with Public Body
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I.T. SERVICES AGREEMENT-EXHIBIT II
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OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II
ACCESS TO SERVICE
Public Body will provide access to this I.T. Service for the general public via computer owned by
Public Body an on the premise of the Public Body. This computer may be operated by Public Body
staff or made available directly to the general public.
PROVISION AND MAINTENANCE OF DATA
Public Body must use the same credit card processing entities used by County. The names and
contact information for these entities shall be provided by County. County shall notify Public
Body in advance of any changes to the third party entities.
Public Body shall provide County with all necessary bank account and routing numbers to give
effect to this Agreement.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed applications needed
to receive this I.T. Service. This license cannot be provided to any other party without County's
consent in writing.
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I.T. SERVICES AGREEMENT-EXHIBIT Ii
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EXHIBIT VIII
LT. SERVICES AGREEMENT
OakNet Connectivity
INTRODUCTION
COUNTY RESPONSIBILITIES
1. County shall provide, install, and maintain the network equipment and cable necessary to
deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to
the County's network (OakNet) at Public Body's facilities and workstations. OalcNet
Connectivity permits Public Body to access I.T. Services that County has made available to
Public Body.
2. County shall provide Public Body with a private IP address range, subnet mask, and gateway
address for use by Public Body in configuring its internal network and to enable use of this I.T.
Service.
3, County shall provide a single port by which Public Body may connect its internal network to
OakNet
4. County shall use reasonable means to provide the I.T. Service for the transmission of
information 24 hours a day, 7 days a week.
5. County and authorized Vendors shall present identification to Public Body for physical access
to the OakNet Connectivity equipment for emergency service and scheduled maintenance.
6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of
pending changes in its contract with its third party connection provider(s). If the County's
connection provider(s) is increasing costs, County shall provide Public Body with sufficient
information to determine if it wishes to continue receiving this I.T. Service.
PUBLIC BODY RESPONSIBILITIES.
1. Public Body shall provide adequate space and electrical power for the County to place
equipment, an equipment cabinet, and cable.
2. Public Body shall promptly provide County staff and authorized third party with physical
access to County equipment for emergency service and scheduled maintenance.
3. Public Body shall not mount any equipment in the County's equipment cabinet.
4. Public Body shall be responsible for configuring and maintaining Public Body's internal
network equipment and cabling. Internal network equipment shall include cables connecting
Public Body and County equipment.
5. Public Body shall configure Public Body workstations and other equipment to operate properly
on the internal network, including assignment/configuration of the local IP addresses, Network
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1.T. SERVICES AGREEMENT-EXHIBIT VIII
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OakNet Connectivity Exhibit VIII
Address Translation (NAT), or Domain Name Services (DNS) and as required to access this
I.T. Service.
6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early
termination of third party communication services provided by County on behalf of Public
Body.
7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or
removal of County equipment and cable, when any of these changes are initiated by or at the
request of Public Body, for any reason, including but not limited to relocation of municipal
offices, construction, renovation, and discontinuance of services
8. Public Body shall not attempt to access, configure, power cycle or connect to any County
equipment unless specifically directed to do so by authorized County Department of
Information Technology personnel or third party authorized by County.
9. Public Body shall designate two representatives to act as a primary and secondary Points of
Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the
Contract.
SUPPORT
The I.T. Service will be supported by County's Information Technology (LT.) Department.
SERVICE SUPPORT COSTS
County will invoice Public Body monthly for the cost of the communication lines. These
charges will be based upon the rates set by the County's connection provider. County may
choose to waive any fees for qualified law enforcement departments and for Public Bodies
located within Oakland County.
LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use the County developed software
applications, if any, needed to receive this I.T. Service. This license cannot be provided to any
other party without County's consent in writing.
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I.T. SERVICES AGREEMENT-EXHIBIT VIII
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EXHIBIT XI
I.T. SERVICES AGREEMENT
Esri PRODUCTS
INTRODUCTION
Environmental Systems Research Institute, Inc ("Esri") Products (herein referred to as "Esri
Products") provide a full suite of online, desktop, and server Geographic Information System
("GIS") applications, tools, and services that allows users to create, collect, manage, maintain,
display, and analyze spatial information.
County entered into an agreement with Esri that permits County to provide certain Esri Products
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
Enterprise Agreement includes a License Agreement (the "License Agreement"). The Parties
desire for Public Body to be authorized to access and use Esri Products as specified in the
Enterprise and License Agreements.
The Enterprise Agreement includes a RCOC Acknowledgment Statement, which is attached and
incorporated as Addendum A, that Public Body must sign and comply with in order to access and
use Esri Products.
I. OAKLAND COUNTY RESPONSIBILITIES
Deployment. The County will provide Esri Products to Public Body, subject to the
terms and conditions in the Enterprise and License Agreements. The Public Body shall
not have to pay the County any monetary consideration for the benefits, terms, and
conditions received pursuant to this Exhibit.
1.2. Support. County's Information Technology (I.T.) Department will pass through
updates and provide support to Public Body, in accordance with the Agreement, for
applicable Esri Products use without fee or cost to Public Body.
2. PUBLIC BODY RESPONSIBILITIES
2.1. Public Bod Compliance. Public Body and its employees and contractors shall comply
with the terms and conditions in this Exhibit, the RCOC Acknowledgement Statement,
the Enterprise and License Agreements, any amendments or new agreements
mentioned in this Exhibit, and any applicable laws, rules, and regulations, when
accessing or using Esri Products. Public Body's access and use of Esri Products may
be suspended or terminated if County is in breach of the Enterprise or License
Agreements or if Public Body is in breach of this Exhibit, the RCOC
LT. SERVICES AGREEMENT-EXHIBIT XI
Page 1
Acknowledgement Statement, the Enterprise or License Agreements, any amendments
or new agreements mentioned in this Exhibit, or any applicable laws, rules, and
regulations, when accessing or using Esri Products. Public Body acknowledges and
agrees that it has reviewed the Enterprise and License Agreements.
2.2. Amendments to Enterprise or License Agreements. In order to access and use Esri
Products, 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 Esri Products.
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.
2.3. New Agreements. County may enter into new agreements in the future with Esri
involving Esri Products. New agreements between County and Esri may require Public
Body to agree to and/or sign (if necessary) new RCOC Acknowledgment Statements,
Enterprise or License Agreements, or other equivalent or similar agreements, In order
to access and use Esri Products, Public Body shall agree to and comply with any and
all new RCOC Acknowledgment Statements, Enterprise and 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 County becomes aware that Public Body must comply with any
new agreements.
2.4. Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of Esri Products, including but not
limited to, restricting Public Body's use or consumption of Esri Products or
designating which Public Body employees and contractors may report incidents to the
Service Center. In order to access and use Esri Products, Public Body shall agree to
and comply with any and all new or different standards or guidelines that are provided
to Public Body.
2.5. Identity & Access Management ("JAM") Self Service Registration. All employees and
contractors of Public Body must create an TAM account through Service Center's self-
registration to access or use Esri Products,
2.6. Account Notification Requirements. Public Body shall immediately inform County
via the Service Center if any employee or contractor of Public Body (who had access
to Esri Products) is no longer employed by the Public Body, no longer requires access
to the Esri Products, or breaches this Exhibit, the RCOC Acknowledgement Statement,
the Enterprise or License Agreements, or any amendments or new agreements
mentioned in this Exhibit. County may periodically require Public Body to verify its
inventory of Esri Products and user accounts.
I.T. SERVICES AGREEMENT-EXHIBIT XI
Page 2
2.7. No Use of Esri Enterprise Advantage or Standard Maintenance Program. Public Body
will not be provided with any services, training, or support provided under the Esri
Enterprise Advantage Program. Public Body will not be provided with any rights,
benefits, or services provided under the Esri Standard Maintenance Program.
2.8. Prohibition on Storing Certain Data in Esri Online Products. Public Body shall not
upload to, process, use, or store in any online Esri Product any of the following:
Personal information (PI) or Personal identifying information (PIT) as those terms are
defined in MCL 445.63, Protected Health Information (PHI) as defined in 45 CFR
160.103, or Criminal Justice Information (CJI) which is defined as data or information
governed by the CJIS Security Policy (currently found at:
haps ://www.tbi .gov/services/cjis/cj i s-security-pol icy-resource-center).
3. EXECUTION OF RCOC ACKNOWLEDGEMENT STATEMENT
3.1. Public Body shall sign and provide the County with the signed original RCOC
Acknowledgement Statement (Addendum A), prior to County providing Esri Products
to Public Body. The RCOC Acknowledgement Statement must be signed by an
authorized representative of Public Body. After Public Body signs and provides the
County with the signed original RCOC Acknowledgement Statement (Addendum A),
County will provide the RCOC Acknowledgement Statement signed by Public Body to
Esri.
4. LICENSED USE AND ACCESS
4.1. County grants to Public Body a nonexclusive, revocable 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 AGREEMENT-EXHIBIT XI
Page 3
ADDENDUM A
RCOC ACKNOWLEDGEMENT STATEMENT
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 for licensing certain
EA Products and for the provision of maintenance. Esri has authorized County to Deploy specific
EA Products to the Road Commission for Oakland County ("RCOC") during the term of the EA.
Deployment by County of EA Products to RCOC and its use of the EA Products is subject to the
terms of the License Agreement contained in the EA and the additional requirements below. "EA
Products" means the Products identified in the EA.
Accordingly, RCOC, 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 any EA Products Deployed by
County to it. RCOC agrees that Esri may pursue remedies against RCOC for material breach of
the License Agreement or the below additional requirements. All Deployments made by County
to RCOC 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 RCOC during the term of the EA for applicable EA Products.
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 RCOC.
(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 EA Products is restricted to use by
consultants and contractors for the sole benefit of Licensee while (1) working on-site at
Licensee's facilities; (ii) remotely accessing or using EA Products from Licensee's on-site
computers or machines; or (iii) remotely accessing or using EA Products from a third
party's computers or machines. Licensee shall require consultant or contractor to
discontinue access to and use of EA Products upon completion of work for Licensee.
RCOC remains subject to Export Compliance requirements as outlined in the License
Agreement.
Transfer, redistribution, or assignment of any EA Products to any third party without
Esri's written permission is prohibited.
During the term of the EA, licenses Deployed by County to RCOC may be terminated if
County or RCOC is in material breach.
Any and all Amendments to License Agreement relating to the use of any EA Products
signed by the County and Esri shall be binding on the RCOC.
(7) RCOC, including its consultants, contractors, agents, and volunteers, shall not store or
process Content that is 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
LT. SERVICES AGREEMENT-EXHIBIT XI
Page 4
(which is currently found at: https://www.fbi.goviservices/cjis/cjis-security-policy-
resource-center), in or on any online EA Product.
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 RCOC under this
acknowledgment.
ACCEPTED AND AGREED:
ROAD COMMISSION FOR OAKLAND COUNTY
(RCOC)
Signature:
Printed Name:
Title:
Date:
LT. SERVICES AGREEMENT-EXHIBIT XI
Page 5
EXHIBIT XII
LT. 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.
. DEFINITIONS
1.1. "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,
32. 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, Oakland 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
LT. 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
4.1. 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.
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 terrns and conditions.
NOW, THEREFORE, the Contractor and County, collectively referred to as the "Parties," agree
to the following:
AGREEMENT
1. 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 XII-I.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-I.T. 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 Sharing 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 UNINTERRUPTED 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-1.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 Patty 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 XII-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. Severability: 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-LT. 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; (I) 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 Covernes 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-LT. 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
EXHIBIT XIII
LT. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
INTRODUCTION
Pictometry Licensed Products offers a Geographic Information System (GIS) solution that allows
authorized users to access Pictometry-hosted high-resolution, orthogonal and oblique imagery.
County entered into a contract (Contract No. 004939) with Pictometry International Corp.
("Pictometry"), which contains several license agreements ("License Agreements") that can be
found on the Oakland County Purchasing Website at the 'Contract Public Search' link or provided
to the Public Body upon request. The License Agreements permit County access to and use of the
Pictometry Licensed Products that are described in the License Agreements. The License
Agreements also allow the County to provide Public Body with access to and use of Pictometry
Licensed Products that are specified in the Pictometry Authorized Subdivision Agreement
("Licensed Products"), which is attached and incorporated into this Exhibit as Attachment A.
The Parties desire for Public Body to be authorized to access and use the Licensed Products subject
to the applicable licenses and conditions stated in this Exhibit. County will provide Public Body
with access to the Licensed Products without Public Body having to purchase the Licensed
Products.
1. OAKLAND COUNTY RESPONSIBILITIES
Access and Use. County shall provide Public Body with access to Licensed Products
without fee or cost to Public Body. County will only provide Public Body with access
to the Licensed Products when the Pictometry Authorized Subdivision Agreement or an
equivalent agreement is in effect.
1.2. Access Management. County will provide Public Body with access to the Licensed
Products through County's Service Center.
1.3. Administration of Pictornetry Authorized Subdivision Agreement. After Public Body
signs and provides the County with the signed original Pictometry Authorized
Subdivision Agreement (Attachment A) in accordance with paragraph 2.1, County shall
provide the Pictometry Authorized Subdivision Agreement signed by Public Body to
Pictometry for its signature. After Pictometry signs and provides the Pictometry
Authorized Subdivision Agreement to County, County will provide a copy of the fully
executed Pictometry Authorized Subdivision Agreement to Public Body.
1.4. Administration of Pictornetry Authorized Sub-User Agreement. After Public Body
provides County with the signed original Pictometry Authorized Sub-User Agreement
I.T. SERVICES AGREEMENT-EXHIBIT XIII
Page I
MR 17-263 9/213/2017
(which is attached and incorporated into this Exhibit as Attachment B) in accordance
with paragraph 2.2, County shall provide the Pictometry Authorized Sub-User
Agreement signed by the contractor to Pictometry for its signature. After Pictometry
signs and provides the Pictometry Authorized Sub-User Agreement to County, County
will provide a copy of the fully executed Pictometry Authorized Sub-User Agreement
to Public Body. Public Body shall provide a copy of the fully executed Pictometry
Authorized Sub-User Agreement to the contractor.
2. PUBLIC BODY RESPONSIBILITIES
2.1. Execution of Pictometry Authorized Subdivision Agreement. Prior to County providing
Public Body with access to the Licensed Products, Public Body shall sign and provide
the County with the signed original Pictometry Authorized Subdivision Agreement
(Attachment A).
2.2. Execution of Pictometry Authorized Sub-User Agreement. County may provide access
to the Licensed Products to a contractor of the Public Body solely for the purpose of
allowing contractor to fulfill its contractual obligations to Public Body. Prior to County
providing access to the Licensed Products to a contractor of Public Body, Public Body
shall provide the contractor with a copy of the License Agreements and the Pictometry
Authorized Sub-User Agreement, the contractor shall sign and provide the Public Body
with the signed original Pictometry Authorized Sub-User Agreement (Attachment B),
and Public Body shall provide the County with the signed original Pictometry
Authorized Sub-User Agreement.
2.3. Public Body Compliance. Public Body shall comply with the terms and conditions in
this Exhibit, the Pictometry Authorized Subdivision Agreement, the License
Agreements, any new agreement mentioned in paragraph 2.5, and any applicable laws,
rules, and regulations when accessing or using the Licensed Products. Public Body's
access and use of the Licensed Products may be suspended or terminated if County is
in breach of the License Agreements or if Public Body is in breach of this Exhibit, the
Pictometry Authorized Subdivision Agreement, the License Agreements, any new
agreement mentioned in paragraph 2.5, or any applicable laws, rules, and regulations
when accessing or using the Licensed Products. Public Body acknowledges and agrees
that it has received and reviewed the License Agreements,
2.4. Amendments to License Agreements. In order to access and use the Licensed Products,
Public Body and its contractor(s) shall agree to and comply with any and all
amendments to the License Agreements. Amendments to the 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 provide notice to Public
Body when it becomes aware of applicable amendments to the terms and conditions of
the License Agreements. Public Body shall notify its contractors when Public Body
becomes aware of applicable amendments to the terms and conditions of the License
Agreements.
LT. SERVICES AGREEMENT-EXHIBIT XIII
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MR 17261 9/2R/2017
2.5. New Agreements. County may enter into new agreements in the future with Pictometry
involving the Licensed Products or similar products. New agreements between the
County and Pietometry may require Public Body or its contractor(s) to agree to and sign
(if necessary) new Pictometry Authorized Subdivision Agreements, Pictometry
Authorized Sub-User Agreements, License Agreements, or other equivalent or related
agreements. In order to access and use the Licensed Products or similar products, Public
Body and its contractor(s) shall agree to and comply with new Pictornetry Authorized
Subdivision Agreements, Pictometry Authorized Sub-User Agreements, License
Agreements, or other equivalent or related agreements, which 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 provide notice to Public Body when it
becomes aware that Public Body and its contractor(s) must comply with any new
agreements. Public Body shall notify its contractors when Public Body becomes aware
that its contractors must comply with new agreements.
2.6. Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of the Licensed Products or similar
products, including but not limited to, limiting the number of Public Body's or a
contractor's authorized user accounts. In order to access and use the Licensed Products
or similar products, Public Body and/or its contractor(s) shall agree to and comply 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 contractors.
2.7. 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 Licensed Products, or breaches this
Exhibit, the Pictometry Authorized Subdivision Agreement, the Pictometry Authorized
Sub-User Agreement, the License Agreements, any applicable amendments to those
agreements, or any new agreement mentioned in paragraph 2.5. County may require
Public Body to verify its inventory of active Public Body and contractor user accounts
periodically.
3. LICENSED USE AND ACCESS
3.1. 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.
I.T. SERVICES AGREEMENT-EXHIBIT XIII
Page 3
Mit 17-261 9/2R/2017
ATTACHMENT A
EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT
Authorized Subdivision Name:
Authorized Subdivision Address:
Authorized Subdivision Email Address:
Authorized Subdivision Phone
Number:
Authorized Subdivision Attn:
Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering
This Pictometry Authorized Subdivision Agreement (this "Agreement") is entered into by and between
Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive,
Rochester, New York 14623 ("Pictometry") and the Authorized Subdivision identified above ("Authorized
Subdivision").
Whereas, Pictometry and the County of Oakland, Michigan (the "County") entered into a license
agreement dated December 1, 2016 (the "County Agreement") providing the County licensed access to
and use of certain Pictornetry products identified above ("Pictometry Licensed Products") and the
County has requested that Pictometry authorize Authorized Subdivision to have access to and use of the
Pictometry Licensed Products pursuant to the County Agreement; and
Now therefore, Pictometry and Authorized Subdivision hereby agree as follows:
1. This Agreement shall continue in effect until the earlier to occur of (a) expiration or
termination of the County Agreement, (b) the County withdraws its authorization allowing
Authorized Subdivision access and use of the Pictometry Licensed Products (c) breach by the
County of the County Agreement, or (d) breach of this Agreement by Authorized Subdivision;
EXHIBIT XIII-1.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 1
ATTACHMENT A
2. Authorized Subdivision agrees to be bound by the terms and conditions set forth in the
County Agreement, which is made part of this Agreement;
3. Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed
Products in accordance with the terms of this Agreement;
4. Pictometry shall have no obligations to provide the Pictometry Licensed Products to
Authorized Subdivision;
5. Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties
under this Agreement; and
6. All notices under this Agreement shall be in writing and shall be sent to the respective
addresses set forth above. Notices shall be given by any of the following methods: personal
delivery; reputable express courier providing written receipt; or postage-paid certified or
registered United States mail, return receipt requested. Notice shall be deemed given when
actually received or when delivery is refused.
This Agreement shall become effective upon execution by duly authorized officers of Authorized
Subdivision and Pictometry and receipt by Pictornetry of such fully executed document, such date of
receipt by Pictometry being the "Effective Date."
Authorized Subdivision
Signature:
Name:
Title:
Date:
Pictometry International Corp.
Signature:
Name:
Title:
Date:
Effective Date:
EXHIBIT XIII-1.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 2
ATTACHMENT B
EXHIBIT XIII
LT. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
PICTOMETRY AUTHORIZED CONTRACTOR SUB-USER AGREEMENT
Contractor Name:
Type of Contractor entity:
Contractor Address:
Governmental Entity that Contractor
is performing work on behalf of:
Contractor Attn:
Effective Date:
Term:
Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering
This Pictometry Authorized Sub-User Agreement (this "Agreement") is entered into by and between
Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive,
Rochester, New York 14623 ("Pictometry") and the party identified above ("Contractor") and is effective
beginning on the Effective Date listed above for the Term as set forth above, at which time this
Agreement will automatically terminate.
Whereas, Pictometry and the County of Oakland, Michigan previously entered into a license agreement
wherein the Governmental Entity identified above was given access to and use of certain products
identified above ("Pictometry Licensed Products"). The Governmental Entity has requested that
Pictometry authorize Contractor to have access to and use of the Pictometry Licensed Products, in order
for Contractor to fulfill its contractual obligations to the Governmental Entity.
Now therefore, Pictometry and the Contractor hereby agree that Contractor may utilize the Pictometry
Licensed Products in accordance with the terms and conditions set forth herein.
Contractor agrees as follows:
1 Grants of Rights; Restrictions on Use
EXHIBIT XIII-1.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017
i
ATTACHMENT B
1.1 Contractor may use the Pictometry Licensed Products solely for the purpose of fulfilling its
contractual obligations to the Governmental Entity at its direction.
1.2 All right, title, and interest (including all copyrights, trademarks and other intellectual
property rights) in the Pictometry Licensed Products belong to Pictometry or its third party
suppliers. Contractor shall not acquire any proprietary interest in the Pictometry Licensed
Products or any copies thereof.
1.3 Contractor shall not make the Pictometry Licensed Products available to any other party,
including Google or its affiliates, either directly or indirectly. Contractor will not share,
publish, reproduce, sell or distribute the Pictometry Licensed Products (including making
available on the Internet or World Wide Web or any other general access electronic
network, method or medium).
1.4 Contractor shall not and will not enable others to decompile, reverse engineer, disassemble,
attempt to derive source code of, decrypt, modify, create derivate works of, or tamper with
or disable any security or monitoring features within the Pictometry Licensed Products.
1.5
Pictometry shall have no obligations to provide the Pictometry Licensed Products to
Contractor.
2 Disclaimers
2.1 The Pictometry Licensed Products are provided for visualization purposes only, are not
authoritative or definitive, and do not constitute professional engineering or surveying
services.
2.2 The Pictometry Licensed Products are not to be relied upon to precisely locate or
determine property boundaries and should not be used in lieu of a professional survey
where the accuracy of measurements, distance, height, angle, area and volume, may have
significant consequences.
2.3 All measurements and reports generated by the Pictometry Licensed Products are based
upon second order visualization and measurement data that do not provide authoritative
or definitive measurement results suitable for professional engineering or surveying
pUrposes.
2.4 Contour information obtained from the Pictometry Licensed Products is generated from
under sampled elevation data, is provided for informational purposes only, and is not
suitable for use as the basis for hydrographic computations, estimations or analyses.
2.5 While the Pictornetry Licensed Products may be considered useful supplements for life
critical applications, they are not designed or maintained to support such applications and
Pictometry and its third party suppliers of the Pictometry Licensed Products hereby
disclaim all liability for damages claims and expenses arising from such use.
2.6 Contractor's reliance on the Pictometry Licensed Products should only be undertaken
after an independent review of their accuracy, completeness, efficacy, timeliness and
adequacy for Contractor's intended purpose.
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017
2
ATTACHMENT B
2.7 Pictometry and each third party supplier of any portion of the Pictometry Licensed
Products assume no responsibility for any consequences resulting from the use of the
Pictometry Licensed Products.
2.8 Pictometry and each third party supplier of any portion of the Pictometry Licensed
Products hereby disclaim all liability for damages, claims and expenses arising from or in
any way related to the accuracy or availability of the Pictometry Licensed Products.
2.9 Contractor waives any and all rights Contractor may have against Pictometry, each third
party supplier of any portion of the Pictometry Licensed Products, and each of their
directors, officers, members and employees, arising out of use of or reliance upon the
Pictometry Licensed Products.
3 Warranty
3.1 THE PICTOMETRY LICENSED PRODUCTS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS
AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF THE PICTOMETRY LICENSED
PRODUCTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4 Limitation of Liability
4.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or
damage of any kind resulting in any way from (a) any errors in or omissions from the
Pictometry Licensed Products, (b) the unavailability or interruption of the Pictometry
Licensed Products or any features thereof, (c) Contractor's use of the Pictometry Licensed
Products, (d) the loss or corruption of any data or equipment in connection with the
Pictometry Licensed Products, (e) the content, accuracy, or completeness of the Pictometry
Licensed Products, all regardless of whether you received assistance in the use of the
Pictometry Licensed Products from a Covered Party, (f) any delay or failure in performance
beyond the reasonable control of a Covered Party, or (g) any content retrieved from the
Internet even if retrieved or linked to from within the Pictometry Licensed Products.
4.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor,
agent, successor, or assign of Pictometry; and (b) each third party supplier of any Pictometry
Licensed Products, third party alliance entity, their affiliates, and any officer, director,
employee, subcontractor, agent, successor, or assign of any third party supplier of any
Pictometry Licensed Products or third party alliance entity and their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES
WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY
CLAIM ARISING OUT OF OR RELATING TO THE PICTOMETRY LICENSED PRODUCTS OR THIS
AGREEMENT EXCEED ONE THOUSAND DOLLARS.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES SHALL
NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF
EXHIBIT XIII-1.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017
3
ATTACHMENT B
ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES) IN ANY
WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH PICTOMETRY LICENSED
PRODUCTS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS.
5 Miscellaneous
5.1 Contractor acknowledges and agrees that a breach of this Agreement by Contractor may
cause severe and irreparable damage to Pictometry which may be difficult to measure with
certainty or to compensate through damages. In the event of any breach of this Agreement
by Contractor, Contractor agrees that Pictometry is authorized and entitled to seek
preliminary and/or permanent injunctive relief, as well as any other relief permitted by
applicable law. Contractor hereby waives the necessity of the posting of any form of bond
relating to the issuance of injunctive relief.
5.2 Pictometry may terminate this Agreement at any time with or without cause upon ten (10)
days written notice to the Contractor.
5.3 Upon expiration or termination of this Agreement, or in the event that Contractor is in
violation of any of the terms or conditions set forth in this Agreement or the Governmental
Entity is in violation of its Agreement with Pictometry, the Contractor shall immediately
cease use of all Pictometry Licensed Products, purge all Pictometry Licensed Products off of
its respective computers/servers and return all Pictometry Licensed Products to Pictometry.
5.4 Contractor shall not assign or otherwise transfer its rights or delegate its duties under this
Agreement.
5.5 All notices under this Agreement shall be in writing and shall be sent to the respective
addresses set forth above. Notices shall be given by any of the following methods: personal
delivery; reputable express courier providing written receipt; or postage-paid certified or
registered United States mail, return receipt requested. Notice shall be deemed given when
actually received or when delivery is refused.
5.6 Any extensions or modifications of this Agreement must be in writing and signed by duly
authorized officers of Pictometry and the Contractor.
5.7 This Agreement shall be governed by and interpreted in accordance with the laws of the
State of New York, excluding its conflicts of law principles.
5.8 The waiver by either party of any default by the other shall not waive subsequent defaults of
the same or different kind.
5.9 In the event that any of the provisions of this Agreement shall be held by a court or other
tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to
the maximum extent permissible and the remaining portions of this Agreement shall remain
in full force and effect.
This Agreement shall become effective upon execution by duly authorized officers of Authorized
Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of
receipt by Pictometry being the "Effective Date."
EXHIBIT XIII-1.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/28/2017 4
ATTACHMENT B
Contractor
Signature:
Name:
Title:
Date:
Pictometry International Corp.
Signature:
Name:
Title:
Date:
Effective Date:
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 17-263 9/2812017 5
EXHIBIT XV
I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
INTRODUCTION
The purpose of the Collaborative Asset Management System ("CAMS") I.T. Service is for County
to provide Public Body with use of the CAMS together with related training and other related
services, as needed. The CAMS will provide for the collaborative use of information related to
public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by
various governmental entities participating in the CAMS (herein referred to as "participating
governmental entities") within the County of Oakland in order to promote the effective
maintenance and care of these assets.
County entered into an agreement with Azteca Systems LLC that permits County to deploy
Cityworks Software and Related Materials to Public Body. The Public Body will need access to
and use of the Cityworks Software and Related Materials to use and participate in the CAMS. The
Parties desire for Public Body to be authorized to access and use Cityworks Software and Related
Materials as specified in the Azteca Master Purchase Agreement (Contract # 004921), which can
be found on the Oakland County Purchasing Website (https://www.oakgov.com/purchasing) at the
'Contract Public Search' link or provided to Public Body upon request.
1.0 COUNTY RESPONSIBILITIES
1.1 County will host, support, and make available to Public Body the CAMS and will
provide training and service as appropriate in accordance with the terms in this
Exhibit and the Agreement for I.T. Services between Oakland County and Public
Body (hereinafter the "Agreement").
1.2 County will allow Public Body to access the CAMS via an intemet browser.
County will provide Public Body with a secure intemet-based application and an
application login for use on computing hardware that is to be provided by Public
Body as part of its own computer system.
1.3 County will provide CAMS administration and configuration services that are
common and universal to all participating governmental entities. County may also
provide Public Body with access to administration tools that will allow Public Body
to make customizations to its specific workflow templates.
1.4 County will maintain current Cityworks Software licensing and maintenance fees,
except where this commitment is in conflict with the termination clauses specified
in this Exhibit or the Agreement.
.5 County will maintain the CAMS hardware environment consistent with the
recommended specifications provided by Azteca Systems LLC to support the
Cityworks Server.
I.T. SERVICES AGREEMENT — EXHIBIT XV
Page 1
MR 17-263 9/28/2017
1.6 County will provide CAMS Administrator training to Public Body on an as-needed
basis. Whenever possible, training will be provided in a group setting at the
Oakland County Information Technology Building in Waterford Township,
Michigan. Training materials may be provided as necessary to assist in the
education process.
1.7 Upon termination of this Exhibit or the Agreement and after Public Body has paid
all of the CAMS costs/fees due and owing to County as provided in this Exhibit,
County will provide Public Body with all of Public Body's records, data, database
tables, and database schemas contained in the CAMS, in a format agreed upon by
both Parties.
1.8 County will send written notification to Public Body if Public Body fails to keep
its data reasonably up to date. Public Body must bring its data reasonably up to
date within 90 days after County sends the written notification, otherwise County
may revoke Public Body's access to the CAMS until Public Body's data is brought
reasonably up to date.
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 Public Body shall make payments to the County in accordance with the terms set
forth in this Exhibit.
2.2 Public Body shall maintain intemet browser version consistent with the County's
standards.
2.3 Public Body shall maintain the security of its data and its system security.
2.4 Public Body will be responsible for ensuring that computers accessing the CAMS
meet the minimum system requirements as defined on the Azteca Systems LLC
website.
2.5 Public Body shall be responsible for customizations to Public Body specific
workflow templates by using the administration tools provided by County.
2.6 Public Body warrants that it will use best efforts to ensure the currency and
accuracy of the data it provides for use in the CAMS.
2.7 Public Body shall monitor access to the CAMS and limit access to data to
authorized individuals only.
2.8 Public Body shall not distribute data belonging to other governmental entities.
However, distribution of Public Body's data is at the discretion of Public Body.
2.9 Public Body shall cooperate in investigations of potential misuse of the CAMS,
Cityworks Software and Related Materials, or data.
I.T. SERVICES AGREEMENT — EXHIBIT XV
Page 2
MR 17-263 9/28/2017
2.10 Public Body shall maintain a unique password in the County's Identity and Access
Management (1AM) user store by self-registering in the Service Center.
2.11 Public Body shall immediately route communications, including Freedom of
Information Act ("FOIA") requests, made by the public to the governmental entity
that owns the infrastructure in question, also known as the "Asset Owner" as
indicated in the CAMS data.
2.12 Public Body shall cooperate with other participating governmental entities in the
use of the CAMS.
2.13 Public Body shall designate one representative to act as a primary point of contact
and "CAMS Administrator," whose responsibilities will include:
2.13.1 Direct coordination and interaction with County staff;
2.13.2 Knowledge and access to log incidents within the Service Center;
2.13.3 Providing "initial support services" to Public Body CAMS users prior to
logging a Service Center Incident with the Service Center;
2.13.4 Communication with other CAMS users within Public Body;
2.13.5 Attending appropriate training classes;
2.13.6 Requesting CAMS technical support from the Service Center; and
2.13.7 Application testing in conjunction with County enhancements and
upgrades.
2.14 In the event of termination or cancellation by Public Body pursuant to the terms in
the Agreement:
2.14.1 Public Body's notice of termination does not relieve the Public Body of any
of its financial obligations to the County as provided in this Exhibit, which
include, but are not limited to, Public Body's obligation to pay any annual
fee, prorated up to the date of termination that becomes due and owing to
the County during the termination notice period.
2.14.2 Unless otherwise stated in this Exhibit or the Agreement, Public Body shall
have the right to continue to use the CAMS during the termination notice
period and, provided Public Body is current with its payments to County,
the County shall continue to provide the services described in this Exhibit
through the date of termination. This paragraph does not impair or affect the
County's right to suspend I.T. Services as provided in the Agreement.
3.0 CAMS APPLICATION MAINTENANCE & AVAILABILITY
3.1 County reserves the following scheduled maintenance windows to perform CAMS
maintenance activities:
Monday — Friday: 5:00 a.m. to 7:00 a.m.
I.T. SERVICES AGREEMENT EXHIBIT XV
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MR 17-263 9/28/2017
3.2 As necessary, a group of CAMS Administrators from various participating
governmental entities will be enlisted to test upgrades that will eventually be
deployed to the entire CAMS user community. This group may be asked to test at
their office location or at County.
4.0 CAMS AUDITING
4.1 County may conduct scheduled and unscheduled audits of user maintained CAMS
data to ensure integrity and reliability.
4.2 County may conduct scheduled and unscheduled security audits of the CAMS to
ensure system security is maintained.
4.3 County may audit the usage of the CAMS to ensure Public Body compliance with
the Azteca Master Purchase Agreement.
5.0 SUPPORT
5.1 The CAMS will be supported by County's Information Technology (LT.)
Department, as described in the Agreement and as further described below.
5.2 Service Center Response Times
5.2.1 Service Center incidents are prioritized based on impact and urgency. For
High priority incidents, the target acknowledgement time is within 30
minutes during normal business hours and the target resolution time is
within 4 business hours. For Normal priority incidents, the target
acknowledgement time is within 2 business hours and the target resolution
time is within 2 business days.
5.2.2 If for any reason a problem cannot be resolved within the target resolution
time, a weekly status report will be provided (via email) until an adequate
resolution is found.
5.3 Knowledge Documents/Information Resources
5.3.1 Service Center will maintain knowledge documents that provide support for
common questions. New common questions will be posted to the
knowledge documents on a regular basis.
5.4 Onsite Support
5.4.1 County will provide onsite support to Public Body on an as-needed basis
and at County's discretion. Onsite support visits can be up to four hours
long and must be scheduled one week before the onsite visit. Public Body
shall contact the Service Center to schedule an onsite support visit.
I.T. SERVICES AGREEMENT —EXHIBIT XV
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MR 17-263 9/28/2017
5.5 Incident Reporting
5.5.1 In addition to the incident reporting procedures and requirements in the
Agreement, Public Body shall also state that the incident is regarding the
"CAMS" and, if possible, the specific module and/or incident category to
which the incident is associated, as provided below:
5.5.1.1 Application.CAMS.Access : CAMS Access support
5.5.1.2 Application.CAMS.Designer : CAMS Designer support
5.5.1.3 Application.CAMS.Inbox : CAMS Inbox support
5.5.1.4 Application.CAMS.Inspection CAMS Inspection support
5.5.1.5 Application.CAMS.Mapping : CAMS Mapping support
5.5.1.6 Application.CAMS.Other : CAMS General support
5.5.1.7 Application.CAMS.Permitting: CAMS Permit support
5.5.1.8 Application.CAMS.Reporting: CAMS Reporting support
5.5.1.9 Application.CAMS.Service Request : CAMS Service Request
support
5.5.1.10Application.CAMS.Storeroom : CAMS Storeroom support
5.5.1.11 Application.CAMS.Work Order : CAMS Work Order support
5.6 After-Hours Technical Support
5.6.1 For the purposes of this Exhibit only, "after-hours" is defined as anytime
outside of the County's normal business hours of 8:30 a.m. to 5:00 p.m.,
EST, Monday through Friday, excluding holidays. After-hours technical
support is intended to only address problems such as unexpected system
downtime or unexpected application error messages. After-hours technical
support does not include "how to" application support or password resets.
Such requests will be addressed during the County's normal business hours.
If the CAMS is unavailable during after-hours, Public Body should call the
Service Center phone at 248.858.8812. This call will be routed to the on-
call System Administrator who will attempt to repair the problem. Emails
and Service Center Incidents will not be addressed until County's normal
business hours.
6.0 SUPPORT COSTS
Public Body will be responsible to pay the County for the following ongoing CAMS participation
costs:
Application
Provision
Description Cost Payment Terms
Software Support
and Maintenance
Annual software
support and
maintenance fee for the
use of the Cityworks
software and Related
Materials.
Software Support and
Maintenance fee is a
portion of the lowest
negotiated cost of the
licensed software, not to
exceed $90,000 per year.
Public Body will be
invoiced annually.
1.T. SERVICES AGREEMENT — EXHIBIT XV
Page 5
MR 17-263 9/28/2017
CAMS Support, Incremental CAMS Level of effort will be Public Body will be
Enhancement support, enhancements mutually agreed upon by billed quarterly by
and/or Training and/or training that the County and Public Information
Services exceeds the services
defined in this Exhibit.
Body prior to work being
started. Work will be
billed at the current IT
Technology
Direct Labor Rates.
County Cost One-time fee to be paid Level of effort is Public Body will be
Recovery for to the County if Public generally estimated at 40 invoiced for this
Termination or Body terminates the hours. Work will be one-time fee as part
Expiration Agreement or opts out billed at the current IT of the quarterly
of CAMS upon
expiration of the term
of the Agreement and
any applicable
amendments.
Direct Labor Rates. If
there are extenuating
circumstances, the level
of effort will be mutually
agreed upon by the
billing cycle.
County and Public Body
prior to work being
started.
7.0 LICENSED USE AND ACCESS
7.1 As an Authorized Entity, Public Body is or may be granted permission, by the
County, to use the Cityworks Software and Related Materials as defined in and in
accordance with the Azteca Master Purchase Agreement or any amendments
thereto, which can be found on the Oakland County Purchasing Website
(https://www.oakgov.com/purchasing) at the 'Contract Public Search' link or
provided to the Public Body upon request. County will provide notice to Public
Body when it becomes aware of applicable amendments to the terms and conditions
of the Azteca Master Purchase Agreement.
7.2 County may enter into new agreements in the future with Azteca Systems LLC or
other vendor(s) involving the Cityworks Software or similar applications for the
CAMS, Any new agreements with Azteca Systems LLC or other vendor(s) may
require Public Body to agree to and comply with terms in the new agreements. In
order to access or use the Cityworks Software or similar applications, Public Body
shall agree to and comply with any new agreements between the County and Azteca
Systems LLC or other vendor(s), which can be found on the Oakland County
Purchasing Webs ite (http s ://www. oak gov . co m/purc has ing) at the 'Contract Public
Search' link or provided to the Public Body upon request. County will provide
notice to Public Body when it becomes aware that Public Body must comply with
new agreements between the County and Azteca Systems LLC or other vendor(s)
for the CAMS.
7.3 Customized tools and functionality may also be integrated and accessible to Public
Body within the Cityworks Software.
1.T. SERVICES AGREEMENT — EXHIBIT XV
Page 6
MR 17-263 912812017
7.4 Participating governmental entities and their employees that provide services
involving mutual aid, public safety, public health and public infrastructure to other
participating governmental entities are eligible to access other participating
governmental entities' data in the County's enterprise GIS.
I.T. SERVICES AGREEMENT — EXHIBIT XV
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MR 17-263 9/28/2017
Resolution #19034 March 14, 2019
Moved by Miller seconded by Kowail the resolutions on the amended Consent Agenda be adopted (with
accompanying reports being accepted).
AYES: Jackson, Kochenderfer, KowaII, 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).
,53 04?
GERALD D. POISSON
CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCI 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