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HomeMy WebLinkAboutResolutions - 2019.04.18 - 31291MISCELLANEOUS RESOLUTION #19087 April 18, 2019 BY� Commis�sioner William M�illeri Chairperson, Economic Growth and Infrastructure Committee IN RE. DEPARTMENT OF INFORMATION TECHNOLOGY COMPREHENSIVE I.T. SERVICES INTERLOCAL AGREEMENTS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: when a plicable; and p I WHEREAS the following entities have requested services as listed below; and New Agency Name Renewal In / Out County Online Payment 1 OTC 11 Data Center Use Vill 12th District Court New Out X X 28th District Court New Out X X Flat Rock Renewal Out X X Genesee County Renewal Out X X Macomb County Renewal Out X X X Forsyth Township New Out X X WHEREAS with the adoption of Miscellaneous Resolution #19007, as amended, the Board of Commissioners clarified that Agreements for public entities within Oakland County and Agreements with public bodies outside of Oakland County that are solely for Emergency Support Services and IT Security Advice may continue to be signed by the Board Chairperson, while Agreements with public bodies outside of Oakland County for all other services, shall be reviewed through the Committee process and must be approved by the Board of Commissioners before they can be signed by the Board Chairperson. NOW THEREFORE BE IT RESOLVED that the Board of Commissioners authorizes the Chairman of the Board to execute Comprehensive Information Technology Service Agreements including the following Exhibits for services with the following Public Bodies: 12th District Court — Exhibits I and 11', 28th District Court — Exhibits I and 11; City of Flat Rock — Exhibits I and 11; Genesee County — Exhibits I and 11; Macomb County — Exhibits 1, It and VII; Forsyth Township — Exhibits I and 11. BE IT FURTHER RESOLVED that upon receipt of final, executed agreements from the designated agents or governing body of the public bodies requesting services, the Oakland County Board of Commissioners BE IT FURTHER RLSOLVED that a copy of any such signed, fully executed, Interlocal Agreement shall be provided to the Elections Division of the Oakland County Clerk for transmission to the Office of the Great Seal of Michigan. ECONOMIC GROWTH AND INFRASTRUCTURE COMMITTEE VOTE Motion tarried Unanimously On a roll call vote. BE IT FURTHER RESOLVED that the Department of Information Technology will provide a list of all public bodies agreeing to the attached Interlocal Agreement along with its quarterly report to the Finance Committee. 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 Mill e—r,-, Chairperson, Economic Growth and Infrastructure Committee A OAKLAND COUNTY AND 12th District Court This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 12th District Court ("Public Body") 312 S. Jackson, Jackson, MI 49201. County and Public Body may also be referred to jointly as "Parties". PURLPQSE QF A EE NT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. REELNLT1QM. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. LL Ag_rLqmcnf means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Q1j:mA 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. Candty 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. Page I of 12 MR 17-263 9/28/2017 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m,. 1.6. bblis: Rudi means the 12th District Court which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding, unit, to obtain I.T. Services.. 1.7. Public Bodv RmDlovec 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 b, through, under; or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1_.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9: >f.T. Services means the following, individual I.T. Services provided by County's Department f Information. Technology, if applicable 1.9.1: Online Payments mean the ability to accept payment of meanies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2., Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as ;a credit carol. 1.9.3. Pay Local "faxes 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). 1.9.1. 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.. Page 2 of 12 MR 17-263- `9128/2017 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. 1.9.1 0. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high- resolution, orthogonal and oblique imagery. 1,9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1,9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Ex JW& mean the following descriptions of LT. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: • Exhibit L Online Payments • Exhibit IT Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: JuryMdnAgernentSystem Exhibit V: Web Publishing Suite Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT NM 17-263 9/28/2017 Exhibit 'VIII: Gknet Connectivity Exhibit IX. Internet Service; Exhibit : CLEMI Exhibit Xl: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIII; Pictometry Licensed Products Exhibit XIV Security Best Practice Advice Exhibit V: Collaborative :Asset Management System (CAMS) 2. CCiLTIT�' �SP�S ILIT S 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1; Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its awn 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. wring maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3; County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break. -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. Page 4 of 1 I.T. SERVICES ,- INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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. 16. 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. 2.9. 3.1. 3.2. Center Phone Number Service Center Email Address FIRS -7111M servicecenter@oal(gov com FS—mice Center Website I https:Hse.oakgov.com I 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 inforination to Public Body's Points of Contact for their response within the required timeframe. 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, 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 1. 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. Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services.;Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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 I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. 3A, Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall; 3.5.1. Utilize an antivirus software package/system on their equipment and beep same updated in a;reasonable manner. 3.5.2. Have a unique User TD and password that will be removed upon termination of Public Body Employee's employment or association with Public Bods 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 LT. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User IIS 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 tender 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 prier 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 reporta 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 dumber 3.7.8.3. Email Address ■ flmmv��� MR 17-263 9/28/2017 3.7.8.4. public Body Dame 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. 38. Public Body may track the status of the incident by calling the Service Center and providing the Incident dumber. 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 1. 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. I7 &j A 1+ IjjEH QLALA9R>H 1 U- 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 Tiled 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) ;rears 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. .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 bequest; to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page, 1 of 12 MR 17-263 912812017 identifying, producing or testifying regarding such data or information. County may waive this requirement in its sole discretion. 5.3. County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein and/or a statement describing any amounts owed to County. Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, M1 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 ("I)TRF"), 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 perfort-nance 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 Patty shall have any right under this -Agreement -orunder 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 IT 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 MR 17-263 W28/2017 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. 8.1. The I.T. Services are provided on an "as is" and "as available" basis. County expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 8.2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements; (ii) the I.T. Services will be uninterrupted, timely, secure or error -free nor (ii i) the results that may be obtained by the T.T. Services will be accurate or reliable. 83. 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 do"jQAOing of any material. 9. 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. 1-nan , or 0. DISL? UIE_HE50 T interpretation, cc LL_M. All disputes relating to the execution inte r tation, perfon nonperformance of this Agreement involving or affecting the Parties may first be submitted to Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEME NT MR 17-263 9128/2017 County's Director of Information Technology and Public Body's Agreement Administrator for possible resolution. County's Director of Information Technology and Public Body's Agreement Administrator may promptly meet and confer in an effort to resolve such dispute. Ifthey eannot 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. TR 11,1. Either Party may terminate or cancel this entire Agreement or• any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (1 0) 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. 5LJ8PENS102LQfCE SER .S )]L_L_. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following -reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend LT. Services is in addition to the right to terminate of cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATIQN OR A_5b_1_G_N_AK_J bLT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. E PI,qjEE-EMLL _ _OYER ATIO BEL 1—MM, Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NQ TIIIT-PARTYJUENKF1CJAR1U. 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. NOi I IEI3 VV I Absent a written waiver, no act, failure, or delay by a Party to pursue of 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. 17.5F.YJEHADJJJLU. 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 deerned severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. Page 10 of 12 MR 17-263 9/28/2017 18.1'R1+.!L INCE QJ OC QTS. In the event of a conflict between the terms of and conditions of any of the documents that emprise 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. LAE110 1�TS. 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. EQHLLM_ALFUII . Notwithstanding any other term or provision of this Agreement, neither Party shall beliableto 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 affectedParty of any such event. 21. h DTT+CES. 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 fallowing 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 [1.5. 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. Geremy Burns, 312 S. Jackson, Jackson, MI 40201. 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. a �►trr® ��:' y T �f°' NS T T4� JFCiSTDT 'TII� 1IV �' JI�IU>H . This Agreement shall b governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by la:w 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. F2LT-1HLALHLEH1'.3T 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 Cather oral or written agreements between the Parties. Page 11 of 12 I.T. SERVICES INTERLOCAL AGRE EDENT Mid 17-213 9/28/2017 23,2. The language of this Agreement shall be Construed as a whole according to its fair meaning, and not construed strictly for or against any PartY- IN WITNESS WHEREOF, Hon. Daniel A Goostrey hereby ack-nowIcdgcs that heishe has been authorized by a resolution of the 12th District Court, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body alld hereby pt and binds Public Body to the terms and conditions of this Agreement. EXECUTED: �",V --pff-acl- DATE, ,.3-S-/' Hog,X(aniel A Goostrey Chief District Court Judge WITNESSED: C'j DATE AGREEMENT ADMIMSTRATOR:DATE, (IF APPLICABLE) IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that lie has beet) authorized by a resolution of the Oakland - County Board of Commissioners to execute this Agmeniont on behalf of Oakland County,, a nd hereby accepts and binds Oakland Couti-ty to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Colt missione"s County of Oakland Page 12 of 12 I.T. SR RVICES - INTEi RLO CAL, AGREEME, NT MR 17-263 9Y2812017 jam"I'l Ill � I 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 wil I provide a single public web page that will reside on County server(s) and include basic information with links to the 1,T. Service for Online Payments. County will not provide content management. County will provide basic design template custornization (header and colors) and minimal content (basic contact information). URLs will have a G2GcIoud.com domain name. County has sole discretion as to what maybe 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 I.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. Page 1 of 4 I.T. SERVICES AGREEMENT-EXffMIT I MR 17-263 9/28/2017 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: 617211�1 � Access to the I.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 LJRL 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. 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 pm., 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 servicecen1erAoak gov.corn_ Service Center Website NgtEs: // �sc. o ak �go v. com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 LT. SERVICES AGREEMENT-EXIMIT I M_R 17-263 9/28/2017 ONLINE PAYMENTS EXHIBIT I 1 Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments, Over The Counter Payments and/or Pay LocalTaxes. 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 used on the County's fiscal year of October l 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.G2Gclotid.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 % Shared Back with PublicBody- 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 Rernaining, x.50% 50% Shared Back with Public Body $1625 Fees Shared Back with.. Public Body Page 3 of I.T. SERVICES AGREEMENT -EX IT I R 17-263 9/28/201'7 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, Page 4 of 4 I.T. SERVICES AGREEMENT-EXMIT I MR 17-263 9/28/2017 15:411TOW I . County will provide an I.T. 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. 3. 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. 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 407121, 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. Page I of 4 I.T, SERVICES AGREEMENT-EXHM IT TI MR 17-263 9/2812017 The I.T. Service will be supported by County's Information Technology (I.T.) 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: MEMM= Access to the I.T. Set -vice 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. 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 sei-vieceeDtei-@,oakgov.com Service Center Website 1httFs://sc,oakL)0V.0O3In SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 I.T. SERVICES AGREEMENT -EXHIBIT H x1.17-263 9/28/2017 k"I 21 MEN r I r Public Body will receive 50% of Net Enhanced Access Fees collected from [inline Payments , Over The Counter Payments and/lar 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 he 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 trade 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 grass 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 )PublicBody- Percentage of Total Net Enhanced Access Fees to be shared with your agency.. Fes 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% 511% Shared Back with Public Body $162:5 Fees Shared Back with Public Body Page 3 of LT. SERVICES AGREEMENT -EXHIBIT It R 17-263 9/28/2017 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. 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. County grants to Public Body a nonexclusive license to use County developed applications needed to receive this LT. Service. This license cannot be provided to any other party without County's consent in writing. Page 4 of 4 I.T. SERVICES AGREENTENT-EXHIBU T1 MR 17-263 9128/2017 AGREEMENTSERTICE OAkLAND COUNTY AND 28th District Court This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 28th District Court ("Public Body") 14720 Reaume Parkway, Southgate, MI 48195. County and Public Body may also be referred to jointly as "Parties". EURPOSE QFAgREEME Agreement or the purpose of M. County and Public Body enter into this Agre rn nt f p providing Information Technology Services ('TT. Services") for Public Body pursuant to Michigan law. Ira consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. pE.ELyTIQJJa. 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 . AgLtLment means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Q ALma 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-tefforisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. i.4. C91LUly means Oakland County, 4 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. MR 17-263 9128/2017 1.5, D= means any calendar day beginning at 12:00 am. and ending at 11:59 p.m. 1.6. ERb1Wfl9& means the 28th District Court which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such Persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public B Idy Emlilacc 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 1,T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points_of ConidentifiedI tUl mean the individuals designated by Public Body and to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. L1,SgLyj= means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account, (Does not apply to Public Bodies outside of Oakland County). 1.9A. 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 back-up power, �Pagp 2 of 12 I.T. SERVICES - INARLOCA AGREEMENT MR 17-263 9128/2017 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oak et Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether ]eased or owned by County: 1.9.9, Internet Service means access to the Internet from Public Body's workstations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (C LEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) thatallowsusers having an ArcGlS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12, Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13, Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high- resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.111. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Lxbibik 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 1: Online Payments X Exhibit 11: Over The Counter Payments Exhibit III: Pay Local Taxes — Exhibit IV: Jury Management System ............... ............ Exhibit V: Web Publishing Suite Exhibit VI: Remedial Support Services Exhibit VH: Data Center Use and Services Page;3 of 12 I.T. SERVICES - INTERLOCAL AGRE ET MR 17-263 9/28/2017 Exhibit Til. Oaknet Connectivity Exhibit IX; Internet Service Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit X1111: Pictometry Licensed Products Exhibit XTV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to 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 perf6rm peri6di(' computer system, Copies of recovery purposes. iaCKUPS 01 1. 1 , 3erV1(XN 11USLUU U11 %-,UULILY Z5 heduled backups will be placed offisite for disaster 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. Page 4 of 12 I.T. SERVICES - INTE RLOCAL AGREEMENT MR 17-263 9/28/2017 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 non -nal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays, TheSelvice 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. 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. UNFOIRIMU11W&U-061-91139 U!MM 3.1 Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 MR 17-263 9/28/2017 Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oal,-gov.com Service Center Website https:Hse.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. UNFOIRIMU11W&U-061-91139 U!MM 3.1 Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 MR 17-263 9/28/2017 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 I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. 3.4. Public Body shall not interfere with or disrupt the T.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus -software package/system on th ei r 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 T.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 IN, Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the T.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 33. 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. 3,73, 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 Set -vice Center incident with County. 33.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the tirnes and locations mutually agreed upon by County and Public Body. 3.7-8. , To report, 4 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 MR 17-263 9/28/2017 Page 6 of 12 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 1. 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. DU3AjjQN QE MIL HLQCAL AGREEMN1. 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.i, 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 Pub] is 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. S. PAY MF ,NTj, 5,1, I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 rRILI L I ki h MR 17-263 9/28/2017 identifying, producing or testifying regarding such data or information. County may waive this requirement in its sole discretion. 5.3, County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein and/or a statement describing any amounts owed to County. Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12,E, 1200 N. Telegraph Road, Pontiac, M14 341, 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 ("I)TRF"), 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. 63, Except this AF for in this Agreement, neither Party shall have any right under )thf-,r Ic-o.91 nrincinle to be indemnified or reimbursed by the 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. 6J. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 MR 17-263 9/28/2047 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 INFO TI ) 71; 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 forperfortnance 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 beep 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. DffiCLAIIt tJII I41°T�, 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, .2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements; (ii) the I.T. Services will be uninterrupted, timely, secure or error -free; nor (iii) the results that may be obtained by the 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. L TTA LQj Q T. ISI M- 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. iITSPTIE I LITIi)1'l, All disputes relating to the execution,' interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to Page 9 of 1 MEQ 17-263 9/28/201'7 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. 3:EBMIDJATION OR CANCELLATIQN QF AgREEMEN I LL Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in The Exhibits. 11.3, The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SjU8PErJN112N OF SER CES. 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; (if) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. , 13.12EIEC ATI ON, Il A SSICaNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14, HUIMMEPLLOYELLMPLQYER a!121�HIP. Nothing in this Agreement shall be _ 11 F, _ construed as creating an employee -employer relationship between County and Public Body. 15.1 THIRD -PA TY BENE C~IA IlfsS. 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, tight to subrogation, and/or any other right in favor of any other person or entity. 16. NQ LUELIED ffAL )M. 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 rigbts 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. 5L3_TLHAHJLM. 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. q Mlt 17-263 9/29/2017 18. PIECE` DEIS LK_QDC�T . hi 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. CAkT1PM. 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 of possession as the context requires. 20. FDR!CJE-MA.TE1JJ_E. 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. ZQTLCJEJ. 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: Jeffrey Meussner, 14720 Reaume Parkway, Southgate, MI 48195, 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. QQY . 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. 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 Patties, Page I I of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 23.2. The language of this Agreement shall be construed as a whole according to, its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Jeffrey Meussner hereby acknowledges that he/she has been authorized by a resolution of the 28th District Court, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE; Jeffrey Mcussner Court Administrator 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 Hoard of Commissioners Oakland County Board of Commissioners County of Oakland. Page 12 of 12 M1117-263 9/28/2017 i MEMI 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 I.T. 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 I.T. Service. County will use Enhanced Access Fees to recover costs associated with this I.T. Service. 9) The Enhanced Access Fee charged to the general public shall be an amount established by County Board of Commissioners MISCELLANEOUS RESOLUTION 407121, 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 Bodys designated account. The funds for the Enhanced Access Fee will be deposited into an account owned by County. Page I of 4 IN. SERVICES AGREEMENT-EXIIIBIT I NIR 17-263 9128/2017 ONLINE PAYMENTS EXHMTT I The T.T. Service will be supported by County's Information Technology (I.T.) 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 T.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. 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 am. 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 P48-858-8812 Service Center Email Address Service Center Website SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR 17-263 9/28/2017 ONLINE PAYMENTS EXHIBIT I 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 trade 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 Grass Enhanced Access Fees Collected. Transactional Fees Deducted from Gross Enhanced Access Fears — 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 Rernairting x50% 50% Shared Backwith Public Body $1625 Fees Shared Back with Public Body Page 3 of 4 I.T. SERVICES AGREEMENT-EXH lE tT I MR 17-263 9(28/2017 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. Page 4 of 4 I.T. SERVICES AGREEMENT-EXMBIT I M -R 17-263 9/2812017 10114111-1 1. County will provide an I.T. 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 raffictickets by means of a credit card. 2. Public Body shall respond to all questions from the general public regarding payments. 3. 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. 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. Page I of 4 LT, SERVICES AGREEMENT-EXHFBIT R MR 17-263 9128/2017 The I.T. Service will be supported by County's Information Technology (I.T.) Department. Public Body will designate two representatives to act as primary and secondary Points of Contact with County. rflfi�B�� Support services to be provided by County will include: Service Access Access to the I.T. 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. 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 9:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report LT, 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 servicecentei-goakgov,com Service Center Website ilittDs://sc,oalcgov.com There is no cost to Public Body for this service. Page 2 of 4 I.T. SERVICES AGREENIENT-EXMBIT H MR 17-263 9/28/2017 021m, oil 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 I 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.G2Gclo-ud.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 Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT 11 MR 17-263 9/280017 11111111 liql1lillig ;I gij� 'Ir, 11111�1 ii 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. iiiiiiiijliiliiiiiiiill 111111111011 11! 11 1, =111TUI i 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. 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 patty without County's consent in writing. Page 4 of 4 I.T. SERVICES AGREEMENT-EXMBIT H MR 17-263 9/28/2017 -XU V; 1 0 OA W. 7TTM OAk"ND COUNTY AND Cityofflat'Ro6k This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Flat Rock ("Public Body") 25500 Gibraltar Rd., Flat Rock, MI. 48134, County and Public Body may also be referred to jointly as "Parties", PVRPO7cem ent for the purpose of &EMEA—CAKU—MIM, County and Public Body enter into this A6 providing Tnformation 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, D T tNfT]IONTS. The following words and expressions used throughout this Agreement, whether E_ used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. AgEeeraeut means the terms and conditions of his Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachmen ' t. 12 L& . _ims 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 conation law, whether any such claims are brought in law or equity, tort, contract, or otherwise,. and/or whether commenced orthreatened. "Confidential Information" ineans all information and data that the County is required or permitted bylaw 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, but not limited to, all of its departments, divisions, the County Board of Commissioner$, elected and appointed officials, directors, board members, council members, commissioners, authorities, con-unittecs, employees, agents, volunteers, and/or any such persons' successors, Page I of 12 LT. SERVICES - YNTER-LOCAL AEi ENUNT tvfR 17-263 9/28/2017 L5. DA11,-means any calendar day beginning at 12;00 a.m. and ending at 11:59 pin. .fa Publie Body means tile, City of Flat Pock 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 linfltedto, its council, its Board, its departments, its divisions. elected and appointed' officials, directors, board members, council members, commissioners, author=ities, committees,, employees, agents, subcontractors, attorneys, volunteers, and./or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan count; when acting in concert with its funding unit, to obtain I.T. Services. 1.7.. Public B dy Prrr IoXee means any employees, officers, directors, members managers; trustees, volunteers, attorneys, and repres entatives. o f Public Body, licensees; concessionaires, contractors, subcontractors, independent contractors, agents, and/orany such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and)or any persons acting by through, under, or in concert with any of the above who have access to the I.T. Services provided ander this Agreement, "Public Beady Employee'" shall also include any person who was a: Public Body Employee at any time during the tear of this Agtrcernent but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8, _'phis of trrrtart mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and Cather purposes as described herein. 1, 9, I.T. Serylees means the following individual I.T. Services provided by County's Department of hrformation 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 cred it card, a debit caret that functions as a credit card, or electronic debit of checking account. 1.9.2: Over The Counter Payments ents means the ability to accept payment of monies owed to Public Body initiated via a credit card readerattached to an on -premise camputor with access to a website rtraintained by County using a credit card or a debit Bard that functions as a credit card. I.93� P yLocal Taxes rnearrs the ability -to acccptpa rnent of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that firnctions as a credit card, or an,electrntric debit of checking account. (noes 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 inay- serve as jurors 1.9.5. Web Publishing Smite means the ability for Public Bodies to have anchor manage a public web presence using standard County technologies and platforms, template - based solutions, semi-cristorrr website designs, content management and/or; support services. 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. Page'2 of 12 I.T. SERVICES w JENTE,RLOCAL AGREFMENT MR 17-26 1/28l7t07: 1.9 7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1,9.9. 0almet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. t.9.9, Internef Serviee- means access to the Internet frorn 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. 1.9.1:0. CLEMIS means the Court and Law EnfoTcernent Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLETVIS Division of County, 1.9J 1, ArcGTS Online means the ability to access aweb based.. collaborative Geographic In-forniation System (GIS) that allows users having an ArcGIS Online (AGO) Nail -led User account to create and share inaps, applications (apps), layers, arialytics, and data in'F-nvironmental Systems Research Institute, lllc.'s ("ESRT') secure cloud. 1.9.I2. Data Sharbig 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 hiforl-natioll Systen, (GIS), 1.9.13. Pictometry Licensed Products means the ability to use a Geographic information System (GIS) solution that allows authorized users to access Pictonletry-hosted high- resolution, orthogonal and oblique imagery, 1.9.1 . Security Best Practices Advice ineans providing information on tools that may be used to enhance network security posture, 1.9.15. Collaborative Asset Management System (1CAMS11) means providing far tile collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infi-astruCtUrC, that is managed by various governinclital 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 infornlation provided by County's Department of Information Technology. 1.11. -EjLfl_bjLs wean' the following descriptions of LT, 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 1: Online Payments X Exhibit 11: Over The Counter Payments Exhibit HT: Pay Local Taxes Exhibit TV: -jury Management,Syskin- Exhibit V: Web Publishing Suite ' Exhibit VI; Remedial Support Services Exhibit V11-,' Data Center Use and Services Page 3 of 12 LT, SERVICES - -INTERLOCAL� ACS RIEEMIENT MR 17-263 9/28/2017 Exhibit V-111: 0almet Connectivity Exhibit IX: Internet Service Exhib it X: CLEMIS Exhibit XI: ArcGIS Online Exhibit X11: Data Sharing Exhibit X111: Pictometry Licensed Products Exhibit XTV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. 11. Coitnty, through its Departinent of Information Technology, shall provide the LT. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the U. Services as follows: 2.2A, Aceem,County will provide sectire 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 irn-pact of patches a ' nd/Or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Bodythrough 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 ate required, County will Rive as much lead bine as possible. 12.2.2. During m aintorianee; windows, access to the application may be restricted by County without specific prior notification, 23. 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 unschcduled application downtime, County will notify the Points of Contact about such interruptions with as much lead time as possible: 2.4, Backup and Disasfer Recoveiy. computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4,2. County will maintain a disaster recovery process that will be used to recover applications during a- disaster or failure Of County's Computer system. Page 4 of 12 I.T. SERVICES - INITERLOCAL AGREEMENT MR 17-263 9/28/2017 N 2,5. Auditing. County in ay conduct scheduled and unscheduled audits or scans to 611 sure 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 hidustry Data Security Standard (PCI DSS. 2.6. 2.7. 2.5,1, In order to limit possibility of data theft and scope of audit requirements, Count)[ will not store credit card account numbers. County is only responsible for credit card data only during the time oftransmission to payment processor. 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 Agreernent, Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone nUnIbef, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8.30 axii. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report LT. Service outages 2/1 hours a day, 7 days a week. Outages are defined as unexpected service dowritime or ciTor messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to urti I the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Ernail Address servicccentcr(:e�oakgov.com Service Center Website, littps;//so.oalcgov.com 2,8, County may access, use and disclose, transaction in.forination and any content to comply with the law such as a subpoena, Court Order or Freedom of Trifonnation Act request, County shall first refer al I such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for thio response if requested by the Public Body's Points of Contact, and if able to access the requested inforination. County shall not distribute Pub] is 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 Publio. 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 agreernents. 3.1. Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services, Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body isithe owner of all data provided by Public Body and is responsibla to provide all initial data identified in the attached Exhibits, in aformat acceptable to County, and, for the CLEMIS Exhibit as required by applicable statute, regulation, oradministrative role. Public .Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 T.T. SEi RVICFS - INTERLOCAL AGREEMINT lett 17-263 912 W2 0 t 7 3 Public Body shall follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's mininqunt standards for each Liternet browser used by Public Body to access IT, Service ' S as set forth in an E--,xhibjt(s) to this Agreement. Public Body shall meet any changes to these minimurn.standards that County may reasonably update from titre to time. 3.4. 3.5, .6. 3;7. Public Body shall not interfere with or disrupt the I.T. Services provided herein 01' networks. connected with the Lt. Services. Public Body requires that each Public Body Employee with access to'I.T. Services shall: 3,5.I_.. Utilize an antivirus software package/systen-i on their equipment and keep sarne updated in a reasonable manner. 3..x.2', Have a unique User ID and password that will be removed upon termination of Public Body Emp[oyee's employment or association with Public Body, 3.5.3, Maintain the most reasonably current operating system patches Oil all equipment accessing the 13_ Services. 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 computeirs accessing the I.T. Services and to assign users of the l.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. 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. 3.7.1 Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident, 3.74, 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 froin 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 i "formation: 3.7XI. Contact Name 3.7.8.2. Telephone Number 3.7.8,3 Email Address Page 6 of 12 T.T. SERVICES - INTEIRLOCAL AGREEMENT N -JR 17�263 9/U/2017 3.7:8,4. Public Body Name 3,7.8,5 Application and, if possible, the specific module with which the incident is associated. 3.7.8,6, Exact nature of the problem or function including any error message that appeared on the computer screen.. 3.7X7. Any action the Points of Contact or user has taker i to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing -the TricidentNUmber. 19. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3. I O. 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 1. 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 ten -ns aiid conditions. 4. 11,111' 111, '!,GRFEINUNf. 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 amendirients, 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 frorn the ChiefAidge 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 arriendment signed by the Board Chairperson under this Sectiort 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 Pat -ties or -until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. LAYALE, NTS. 5.1-1 I.T. Services shall be provided to Public Body at the rates specified in the Exhibits., if applicable. z 6 -D-01ki- A AA;*v—.1 coeirloor QwT rnelv- Tia ("r)II-ntv k, U,4Yq11v audio-ated for anv reasoll. C.11Y. subpoena, Court Order, or Freedom ofinformationRequest, to search for, identify, produce or testify regarding Public Body's data or inforrnation that is electronically Stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 LT. SERVICES ® INTERLOCAL �kGREEMENT MIZ 17-26-33 9/28t2017 identifying, producing or testif'yiilg regardiarg sucb data or information. County may waive this requirement in its solo discretion. 5.3, County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein anti/or a statement describing ariy arllounts owed to County, Public Body shall pay the full amount shown on any such invoice within sixty ( Q) calendar days after the date shown on any such invoice. Paynteilt shall be sent along with a copy of the invoice to; Oakland Comity Treasurer Cash Acctg; Bldg 12 E, 1200 N. Telegraph Road Pontiac, MI 48341. 5.4, If Public Body, foto any reason, fails to pay County any monies when and as due tinder this: Agreement Public Body agrees that unless expressly prohibited by law, County or -the Oakland County Treasurer, at their sale caption, shall be entitled to set off froth any other Public Body funds that aro in County's possession for any reason, including but not limited to,.the Oakland County l elinquentTax:Rcvoluing'Fund ("b'l'ltF"), if applicable. Any setoff or retention of funds by County shall be deeened a voluntary assignment of the arnount by Public Body to County. Public ,body waives any C;lainrs against County or its Officials for any acts related specificallyf to County's offsetting or retaining of such arrvounts. `This paragraph shall not linin it Public Body's legal right to dispute whether the a nderlying amount rQtained 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 fir l ly pay Countys any amounts due and owing County under this Agreement, County shall have the right to charge up to the then-niWniuni legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts clue 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 fullypaid, 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies udder this Agreement or at law against .Public Body to secure payment ofaiwunts due Countyunder 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. G. ASJRANCES. 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. .2 Except as provided for in Section 5.6, in any Claire 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 judgrneirts and attorney fees. 6.3`. except as otherwise provided for in this Agreement, neither Patty shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other° Harty err arzy:ot its agents in: coni ection with arry Chun. 6.4. Public Body shall be solely responsible for all oasts, fines and fees associated with any misuse by its Public .Body Employees of the I.T. Services provided herein. 6.5.. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES -INTERLOCAL ACzREEIV EN'1 ;,SIR 17,763 9/29/20P 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 Agteenient Oil behalf of each Party have legal authority to sign this Agi-ecinerit and bind the Parties to the terms and conditions contained herein. 6.7: Each Party shall comply with all federal, state, and local ordinances, regolati ' oils, administrative rules, and requirements applicable to its activities performed Under this Agreement. 7. USE OF CONFYDENTIAL INFORMATION 7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential 1-rifornlation to the County or to a Public Body Employee not having a legitimate need, to lmow the Confidential Information, or to any third -party. County and Public Body Employees shall only use the Confidential Informa tioa toy performance of this Agreement, Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required bylaw, 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 diSCIOSUre as is compelled or required. This Agreement imposes no obligation upon the Patties with respect to any Confidential Information which can establish by legally sufficient evidence: (1) was it] possession of or was ltno-,Am 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. Within 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 Confidcjitial Information. S. IIISCLAIMER(Ili WARRANTIES,.. 8J. The 13, 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 -riot limited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 8.2.- County inakes no warranty that (i) the, 17. 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 T.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 bc, solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9. in no event shall eithot Party be liab le to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other, damages arising out of this Agreeiment. 10, pj spuTri, P SOLUTION. All disputes relating to the execution, int ) ell I etat 1011, performance, or ,,Yi,' " nonperformance of this Agreoment involving or affecting the Parties inay first be submitted to Page; 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-20-3) 912812017 County's Director ofInforination Technology ology and Public Body's Agreement Administrator for possible resolution. County's Director of Information Technology and Public Body's.Agrcetricnt Administrator may promp(lyrueet and confer in an effort to resolve such disptite. Ifthey cannot resolve the dispute in five (5) business days, the dispute inay be submitted to tyle signatories of this Agrectrient or their successors in office, The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. t 1. TEMINATION OR CANCELLA 11,L' 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, ire its sole discretion, to tern) iliate th i s At reenaent 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 -(m County tinder 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 li-iformatiort Technology. 12. SUSEFNSI O -N O.F_S3E, RVLCU. County, (hrough its Director of Information Technology, may in-u-nediai-oly SLLspend LT, Services for any of the following reasons: (i) requests by law enforcement, or other governinental agencies; (H) engagement by Public Body in fraudulent off illegal activities relating to the IT, Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) une)Cpected technical or security issues. The right to suspend LT, Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectioril t. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13.12LLLUAJJQTJ�AS�SICNM�ENY Neither Party shall delegate or assign any obligations or rights under this Agreel-rient without the prior -written consent of the other Party. 14, NO R WPLOY R-FMj2LOYER— IRFLAT IONP, Nothing in this Agreement steal I be construed as creating an employee -'employer relationship between County and Public Body. 15 �RTY�BF�ICIA�—S. 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. W NQ ILIE,I1 �ER, Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies tinder 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 of More instances shall be deemed Or construed as a continuing waiver of any term, condition, or provision of this 'Agreement. No waiver by either'Pai-Ly shall subsequently affect its right to rcquire strict performance of this Agreement. 17.SEVE—RA113111,—ITY. if a court of competent jurisdiction finds a term or condition 'of tll is 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 sha 11 remain in full force. - Page 10 of 12 N(IR 17-163 9/28/2017 18, efljF,!LEQRNCE OF.DOCILUEZM. in the event of a conflict befrNjeen the terins 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 Agtccrncnt. 19. Q�PO�NS. 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 nun-ibcr.,tcapt ions, and indexes shall not be interpreted or be considered as part of this Agreement. the singular or plural, any reference to gender, and any use of the nominative, objective or poss' pssive case in this Agreementshal I be deemed the appropriate plurality, gender or possession as the context requires. 20. Cm RCE MAJEUBE, Notwithstandingany 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 ,fatty and that Party cannot reasonably accorrupodate or mitigate the effects of any such cause. Such cause shall inclade, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, ns. 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. bLQ_TI_CU. 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. In ail 21.1. If Notice is sent to County, it shall be addressed and seat. to: Director, Oakland County Department of Information Technology, 1200 North Telegraph, Road, Pontiac., Michigan, X411341, and (he. Chairperson of the Oaklarid County Board of Corninissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2, if Notice is sent to Public Body, it shall be addressed to: Joanne Beard, 25500 Gibraltar Rd., Flat Rock, Ml 48134 21.3, Either Party inay change the individual to whom Notice is sent and/orflie mailing address, by notifying the other Party in writing of the change. 22. This Agreement shall be govemed, interl)-reted, 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 Coin t of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated lythe applicable jurisdiction of the court. Except as otherwise required by law or court rale, venue is proper in the courts set forth above. 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With ' 11 regard to those Services, this Agreement supersedes a] I other oral or written agreements between the Parties. Pagel I of 12 I.T. SERVICES - INTE-kLOCAL AGRE EMENT MR 17-26 9/2,9/2017 23,2, The language of this Agreement shall be construed as a wholeaccording to its fair InCaDing- and not construed strictly for or against any Party. IN WITNESS WHEREOF, Brian J. Marciniak, CPA hereby acknowledges that he/she has been authorized by a resolution of the City of Flat Rock, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement oil behalf of Public Body. and hereby accepts and binds Public Body to the terms and conditiotis of this Agreement. EXECUTED: 4_mom DATE: 03/19/2019 Briaii J. Marciniak, CPA Treasurer/CFO WITNESSED: io{filne Beard, Deputy Treasurer AGREEMENT ADMfNISTRATOR: (TF APPLICABLE) DATE- 03/19/2019 IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Conirnissioners, hereby ac1caawledges 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 Comi-nissionei—s County of Oakland MR 17-263 9/28/2017 DATE: DATE: Page 12 of 12 l[.T. SERVICES >- INTERLOCAL AGREETVffiNT EXHIBIT I I.T. SERVICES AGREEMENT ONLINE PAYMENTS INT UC T' N 1) Countywill provide an I.T. Service wherethe general public can make payments for any type of fees or casts; i.e. pay property taxes, licenses, permits of traffic tickets by means of a credit card or electronic check, utilizing the luterae't 2) Public Body will be responsible for placing the TTRL provided by County onto their wobsitt foi- this service'. ;) If requested by Public Body, County will provide"a single public web pagethat will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide<conterit management County will; provide basic: design terAplate customization (header and colors) and minimal content (basic contact information). URLs -will have a G2Gcloud corn 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 pUblib regarding this service;, S) Public Body shall respond to all questions from the general public regarding payments. County shall ref' r questions regarding the ar nount of payment due or owing to Public Body. 6) County will provide public Body with access to a password protected web site where Public Beady 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 requiredto pas= Countyan Enhanced Access Fee to use this I.T. Service. County will use Enhanced Access Fees to recover costs associated' with this 1,T. Service. 8) The Enhanced Access Fee charged to the general public shall be an amountestablishedby County board of Commissioners (MISCELLANEOUS RESOLUTION 907121, County Board of Commissioner Minutes, May 24, 2007 p. 246) or as revised by County Board of Commissioners, 9) The person snaking 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 Ehbh nced Access '.Fee. The payment to Public Body will be deposited in Public Body's desigrwated account. The funds for the Enhanced. Access Fee will be deposited into an account owned by County. Page 1 of 4 LT SERVICES AGREEMENT-EXHIBIT I' NIK 17-263 008POP ONLfNE PAYMENTS EXT41BIT I SUPPORT The I.T. Service will be supported by County's Information Technology(I.T.) 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 I.T. Service is via an inte-niot browser. The URL for the general public to initiate ttie Online Payments service will be provided by County. The> URL for Public. Body to viewactivity reports and to perform all administrative finctions and for the general public, to maintain recurring payments will be provided by County, .SUPPORT PROCEDURES I.T. Se-rviee incidents requiring assistance must be reported toile Service Center, by the Points of Contact, to the phone number, e-inail or web8ite 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 boors 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 Coulity's notinal business hours, Service Center Phone Number 248-858-8812 Service Center Email Address scrviceceqteraBale gqy.cotn Service Center Wcbsite Lltps-.//,qc,oalcgov.com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. ............... Page 2 of 4 I.T. SERVICC-S AG REEMENT-EX11f BIT I MR 17-26' 9/28/2017 ONlJlNT. PAYMENTS EXHIBIT I SHARING NG OF NE'T ENRANCED ACCESS FEES Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payrnents, Over The Counter Payments and/or Pay Isocal 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. Knits; Payments will be made quarterly based on the County's fiscal year of October 1 through epteniber 30. Net Enhanced Access .Fees is defined as follows; a 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; charges in County's costs incurred. County shall list the percentage of Enhanced Access Fee used to calculate transactional fees on the mrww.G2Woud.com website. Definitions Gross Enh uced access Fees Collected— fees added to l:ran"actions processed for your agency paid by end-user County's Cost for Transactional Dees Average costs incurred by County to process transacttorls frtr all agencies as a percentage of Gross Er-lianced Access Fees Collected Transactional Fees Deducted from Gross Enhanced Access Fees; Result of app tying 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 Bach with` Public Body- Percentage of Total Net Enhanced Access Fees to be shared with; your agency. Fees < hared Back with -Public Body Funds your agency will receive To illustrate';' 5,000 Grass Enhanced Access Fees Collected x 35% County's Cost for Transactional fees 1750 Transactional Fees :Deducted frorn Gross Enhanced Access Fees $32501 Net Enhanced Access Fees Remaining x50% 50% Shared Bach. with Public Body 1625 Fees: Shared Back with Public Brady Page 3 of 4 I.T. SERV10E5 AGREEMENT -EXHIBIT I MR 17-263 9/29/2017 ONUNE PAYMENTS EXHIBIT I ACCESS TO SERVICE. Public Body will provide access to this I.T. Service for the gencral public via the URL provided y y b County on the web site owned by Public Body. PROVISION AND MAINTENANCE OF DATA Public Body must use the sane credit card and check process.ing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Pub] is 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 t© this Agreement. LICENSED USE AND ACCESS County grants to Public Body a iionexcJusive license tO LISe County developed applications needed to receive this I.T. Service, This license cannot be provided to any other party without County's consent in.w-fiting. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS INTRODUCTION 1. County will provide an I.T. 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 payinents. 3. 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 transaetion activity of payments processed through this LT. Service. 4. The general public shall be required to pay County a fee to use this LT. 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 malting 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. Th(,- fee hefee will be deposited into an.account owned by County. Pagel of 4 I.T, SERWES AGREEMEINT-EXHIBIT IT N4R 1"-203 9f28l2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II SUPPORT `fhe I.T. Service wi 11 be supported by County's Information Tecbnology (I.T.) Department. Public Body will designate two representatives to act as primary and secondary Points of Contact with County. SUPPOWf SERVICES Support services to be provided by County will include: Service Access Access to the Y.T. Service is via .a credit card reader provided by COL[nty attached to a computer with a connection to an Internet website run by County. The URI, for Public Body to view acti.vityreporls and to perform all administrative functions will be provided by County. SUPPORT PROCEDURES I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone Cumber, e-mail or website provided below. The Service Center is staffed to provide support during.County's normal business Hours of 8:30 a.rn. 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 reccived outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Nurhber° 248-858-8812 Service Center Email Address servicecenter oakov.com . Service Center Website htt s:l/sc,oak ov.com SEIIVICE AND SUPPORT COSTS " There is no cost to Public Body for this service. Page 2 of 4 17. SERVICES AGREEMENT -EXHIBIT 11 N'IR 17-263 9/2$/2017 OVER T14E CCl_l`%l`l`ER CREDIT CARD PAYMENTS EXHIBIT 11 HALING OF `t' ENHANCE D ACCESS FEES Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments, Over -'The Qo1nrter Payments and/or Pay Local Taxes. For purposes of Sharing Net Enhanecd Access Fees, if the Public Body that entered into this Agreement is a Court, any NetEnhanced Access Fees that can be shared will be directed to and deposited with the Count'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 rxtade quarterly based`on the r County's fiscal year of October l through September 3`0: Net Enhanced Access Fees is defined as follows: W 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'calcuIate transactional fees on the www.C2CCI0ud.com website Definitions: Cross Entranced 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 Nees Collected Transactional Fees Deductucl from Gross Enhanced Access Fees — Resu t of applyitrg percentage to Gross Enhanced Ac ess 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 Publics Body—Funds your agtncywill receive To illustrate: $5,000 dross Entranced Access Fees Collected x 3"5% County's Cost for Transactional Fees -$1750 Transactional bees Deducted fi-orn Gross Enhanced Access Fees $3250 %let Enhanced Access fees R.ernairing x500 50% Shared Back with Public Body $1625 Fees Shared Bacic with Public Body Page 3 ofd I.T, s1 RVICEs AGREEMENT -EXHIBIT 11 MR 17-263 9128!2617 OVER THE COUNTER C1ZRDTT CARD PAYMENTS EXHIBIT 11 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 Ilse, the same credit card processing entities used by County. The names and contact information for these entiti'es 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 1.T. Service. This license cannot be provided to any other party without County's consent its writing.. Page 4 of 4 SERVICES AGRFEMEINT-EXHIBIT 11 QTR 17-263 9/28/2017 Ishotte (734) 792-245.; 25500 Gibra[tats Road Fax (734) 783-0104 Flat Rock, Michigan 49€34-1399 •� --�—Website: www.fE.a3trockmi.org C' March 13, 2019 TO: Mayor and Council FROM: Brian J. Marciniak, CPA — City Treasurer/CFO RE: Intergovernmental Agreement for IT Services — Oakland County Dear Mayor and Council I am seeking your approval of an Intergovernmental Agreement for IT Services with Oakland County. Oakland County provides the portal for our Credit Card transactions at City Hall and on-line for tax payments, utility bill payments, etc. City Attorney Matt Zick has reviewed the Agreement and it meets with his approval. Also, Oakland County requests Council to give me the authority to sign this Agreement. If acceptable, please allow me to sign and forward the Agreement to Oakland County. Best regards, Brian J. Marciniak, CPA City Treasurer/CFO ;3:13.i't)R, ,Io"lrcltdlcrEi D. A,opieivski 77T,,4 S"iIRE'RA,TQ Brian .1, Akrc iniak, TYCLERK lleaghan K. Raclrrt on ATTORNEY: Afait link By COUNCIL - DATE _ n3,�z 19 _� WTION BY W2o E� SUPPORTED BY M!NV-T1 N o CArz(ziFzc� c. -a Kenneth R. TVr obel, AllQvor Pro-Terrpoi 'h'lr res R'. l'Iar lire John -,. Ber, der rr: iTlauer l Kittle Rickly I.,. Tc fc:ra,:r Marl( R. aid AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND Genesee 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 Genesee County ("Public Body") 1101 Beach St, Flint, MI 48502. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMINT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, 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. C11unly 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 personssuccessors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 1.5. Py means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Body means the Genesee 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 I.T. Services. 1.7. Public toe means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. .fury 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s (`SSRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high- resolution, orthogonal and oblique imagery. 19.14. 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: Online Payments X Exhibit 11: Over The Counter Payments Exhibit Ill: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Web Publishing Suite Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT Mit 17-263 9/28/2017 Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIII; Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to 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. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 912812017 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 (1­11PAA) 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 serviceceiiter@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 timeframe. 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. ELB_LLC_Ilei' _RE&P_QA11_B1LL1JM- 3.1. W Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAIL AGRE EMENT MR 17-263 9/29/2017 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 I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus, software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Pub] is Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User 11) 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. 33.6. 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. To report'R 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 Page 6 of 12 MR 17-263 9/28/2017 3.7.8,5. Application and, if possible, the specific module with which the incident is associated. 3,7X6. Exact nature of the problem or function includ i n g 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 agreenients, 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. Pub] is Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. L)IIH 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Patty 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 Corturtissioners 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 itis 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, PAENTS. 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 IDformation Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to T.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMFENT MR 17-263 9/28/2017 identifying, producing or testifying regarding such data or information. County may waive this requirement in its sole discretion. 5.3. County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein and/or a statement describing any amounts owed to County. Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer— Cash Acetg, 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 bylaw, 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.I: 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. 63, Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement ement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGRE EMENT MR 17-263 9/28/2017 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. 7,1. 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 otherlegal 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 ether 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 beep 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. 8.1. The T.T. Services are provided on an "as is" and "as available" basis. County expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 8.2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements; (ii) the I.T. Services will be uninterrupted, timely, secure or error -free; nor (iii) the results that may be obtained by the 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. LI gjjAjjQ QF ,I IIdT - 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. ffiffUTERES11LUJIQISS. All disputes relating to the execution,; interpretation, performance, of nonperformance of this Agreement involving or affecting the Parties may first be submitted to Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2117 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. 11,1, Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SJJarE2JffQ_N OF County, through its Director of Information Technology, may immediately suspend LT. 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 T.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectiont L County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13, Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. . Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. hLQ Y RTB T1JfRD-PA _E?JUF1CIA HflES. 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 tMPIJIED AA -1 . 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. 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. 911111 11121111111111 MR 17-263 9128/2017 18. I!BECIE DENCS OF DO!C11MEN�U. 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. CAPTIODIS, 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. FQRCE MAMUR—E. 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 Patty 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 emergericies, 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. N_Q_TJLC.U. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class US. 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: Christopher Newell, I 101 Beach St, Flint, MI 48502. 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. . QY11 HKING LAMLQN5EDJT I dliT 7 iITC T1QN AN12 YENjUE. 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. EN- IL AQUEM-Ell. 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. Page I I of 12 M -R 17-263 9/28/2017 23,2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Ted Henry hereby acknowledges that he/she has been authorized by a resolution of the Genesee County, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. Ted Henry Chairman, Board of Commissioners WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: MUMIMMOM David T. Woodward, Chairperson Oakland County Board of Commissioners Oaldand County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 1 K-41 moll: MAMA'" 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 I.T. 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 websitc. 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 Pub] ic, 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 T.T. Service. 7) The general public shall be required to pay County an Enhanced Access Fee to use this I.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. MR 17-263 9/2812017 ONLINE PAYMENTS EXHIBIT I SUPPORT The I.T. 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 I.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 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 48-858-8812 Service Center Email Address servicecenter oak ov.com Service Center Website htt s://sc.oak>ov.com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR 17-263 4/28/2017 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 - JIM 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 Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR 17-263 9/28/2017 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. Page 4 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR 17-263 4/28/2017 EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS INTRODUCTION 1. County will provide an I.T. 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. 3. 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. 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. Page 1 of 4 I.T. SERVICES AGREEMENT -EXHIBIT IT MR 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II SUPPORT The I.T. 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 I.T. 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 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 48-858-8812 Service Center Email Address seryicecenter oak ov.com Service Center Website htt s://sc.oak ov.com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 I.T. SERVICES AGREEMENT -EXHIBIT 11 MR 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT 11 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 - 11M 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 Page 3 of 4 T.T. SERVICES AGREEMENT -EXHIBIT II MR 17,263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT 11 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. Page 4 of 4 I.T. SERVICES AGREEMENT -EXHIBIT It MR 17-263 9/28/2017 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND Macomb 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 Macomb County ("Public Body") 1 South Main, Mt. Clemens, MI 48043. County and Public Body may also be referred to jointly as "Parties" PURPOSE OFAGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law, In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following; 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreennent 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, anal/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. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 l .5. D—a means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Body. means the Macomb County which is an entity created by state or local authority or which is primarily fiinded 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 fielding unit, to obtain I.T. Services. 1.7. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for counnunication and other purposes as described herein. 1.9. I.T. Services means the following individual T.T. Services provided by County's Department of [nformation Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 19.3, 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 Oaldand County). 19.4. Jury Management System means a subscription based software that facilitates the selection and conuti mication with potential and selected individuals who may serve as jurors. L9.5. 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, ariftr 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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, AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share snaps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed. Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high- resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 19.15. 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: Online Payments X Exhibit H: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Web Publishing Suite Exhibit VI: Remedial Support Services X Exhibit V.11: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIII; Pictometry Licensed. Products Exhibit XIV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. COUNTY RESPONSIBILITIES, 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as pari 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 rninirnize 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 perforin periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery proposes. 2,4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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 (HTPAA) 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. 1.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. 2.8. County may access, use and disclose transaction inforrnation 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 terns 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 I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rale. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications, Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.corn Service Center Website littps:llse.oakgov.com 2.8. County may access, use and disclose transaction inforrnation 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 terns 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 I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rale. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications, Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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 I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these ininimun7 standards that County may reasonably update from time to time, 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to T.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 Z.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. Set vices and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include; 3.7.1. Direct coordination and interaction with County staff, 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support frorn the Service Center. 3.7.7. Testing Applications in conjunction with County, at the tunes 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, l . Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT Na 17-263 9/2812017 3.7,8.4, Public Body Name 3.7.8.5. Application and, if possible, the specific 'nodule 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. 110, 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 terns of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these tel and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Cleric with the Secretary of State. If Public Body is a Cour, 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 temninated by any of the Parties pursuant to the teres of the Agreement, 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs, If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR I7-263 9/28/2017 identifying, producing or testifying regarding such data or information. County may waive this requirement in its sole discretion. 5.3. County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein and/or a statement describing any amounts owed to County. Public Body shall pay the full amount shown. on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, Mr 48341. 5.4. If Public Body, for any reason, fails to pay County any ironies 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 fiends that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRI~ "), if applicable. Any setoff or retention of funds by County shall be deemeda 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-maximtun legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County lander 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. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6,2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including.judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim, 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page S of 12 I.T. SERVICES w INTERLOCAL AGREEMENT Mit 17-263 9/28/2017 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 ori 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 luiow 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, DISCLAIMER OR WARRANTIES. 8.1. The I.T. Services are provided on an "as is" and "as available" basis. County expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 8.2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements; (ii) the I.T. Services will be uninterrupted, timely, secure or error -free; nor (iii) the results that may be obtained by the LT. Services will be accurate or reliable. 8.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9. LIMITATION OF LIABILITY_. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. D15PUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submitted to Page 9of12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 County's Director of Information Technology and. Public Body's Agreement Administrator for possible resolution. County's Director of Information Technology and Public Body's Agreement Administrator may promptly meet and confer in an effort: to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 11. TERMINATION OR CANCELLATION OF AGREEMENT. 11.1. Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Inforimation Technology. 12, SUSPENSION OF SERYICES. County, through its Director of Information Technology, may irm-mediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the tertrts and conditions of this Agreement; or (iv) unexpected technical or scewity 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 11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. j2ELEGAT_I.ON OR ASSIGNMLN Neither Party shall delegate or assign any obligations or rights tinder 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 BENEFICIARIE . 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. l 6. NO IMPLIED A&WER, 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.+; . 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. Mage 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 18. PRECEDENCE OF DOCUMENTS, In the event of a conflict between the terms of and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and tape 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 Pavy and that Party cannot reasonably accommodate or mitigate the effects of any such. cause. Such cause shall include, without limitation, acts of God, Lire, 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. NOS, Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified avail, or fist 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: Steve Yelick, 1 South Main, Mt. Clemens, MI 48043. 21.3. Either Party may change the individual to whore Notice is sent and/or the mailing address by notifying the otber Party in writing of the change. 22. GOVERNING LAWICONSENT 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 Claire arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23. ;ENTIRE AGREEMENT. 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 23.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and riot construed strictly for or against any Party. IN WITNESS WHEREOF, Marl. Deldin hereby acknowledges that he/she has been authorized by a resolution of the Macomb County, a certified copy of which is attached, or by approval of the Chief .fudge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the teens and conditions of this Agreement. EXECUTED: WVJI--- DATE: / A 47 Marie Def in Chief Deputy County Executive WITNESSED: . DATE: " %. 9 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 Conunissioners 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: WITNESSED: DATE: David T. Woodward, Chairperson Oakland County Board of Cornrnissioners DATE: Oakland County Board of Commissioners County of Oakland MR €7-263 9/28/2017 Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT EXHIBIT I I.T. SERVICES AGREEMENT ONLINE PAYMENTS INTRODUCTION 1) County will provide an LT, 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 selver(s) and include basic information with links to the 13. 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 02Gcloud.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 I.T. Service. County will use Enhanced. Access Fees to recover costs associated with this I.T. Service. g) 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. Page 1 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR I7-263 9128/2017 ONLINE PAYMENTS EXHIBIT i SUPPORT The LT, Service will be supported by County's Information Technology (1.T.) 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 I.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 URI.. for Public Body to view activity reports and to perforin all administrative fiinctions and for the general public to maintain recurring payments will be provided by County. SUPPORT PROCEDURES 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 servieccenter Aoakgov.com Set -vice Center Website [rtt )s://sc.oalc nov.coru1 SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service, Page 2 of 4 I.T, SERVICES AGREEMENT -EXHIBIT I MR 17-263 9/28/2017 ONLINE PAYMENTS EXFI7BIT I SILAIUNG 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.G2Gc1oud.corn 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 incunvd by County to process transactions for all agencies as a percentage of Gross Enhanced Access Fees Collected Transactional Fees Deducted from Gross Entranced Access Fees ---Result of applying percentage to Gross Enhanced Access Fees Collected Net Enhanced Access Fees Remaining — Result of subtracting costs of transactional fees frorn 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 Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR 17-263 9/28/2017 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, Page 4 of 4 I.T. SERVICES AGREEMENT -EXHIBIT I MR 17-263 9/28/2017 EXHIBIT H I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS INTRODUCTION I . County will provide an I.T. 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 froln the general public regarding payments. 3. 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. 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 17. Service. S, 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 malting 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. Page 1 of 4 I.T. SERVICES AGREEMENT -EXHIBIT II MIZ 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II SUPPORT The I.T, Service will be supported by County's Information Technology (I.T,) 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 I.T. Service is via a credit card reader provided by County attached to 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 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 248-8588812 Service Center Email Address setvicecenterc .oak ov.coni Service Center Website lett s://sc.oak gov.co,it SERVICE AND SUPPORT COSTS There is no cost to Public Body for this set vice. Page 2 of 4 I.T. SERVICES AGREEMENT-EXEIIBIT H MR 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT 11 SHARING OF NET ENHANCED ACCESS FEES Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments , Over The Coiniter 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 die 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 Grass 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 Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT II MR 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT H 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 inforrnation 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. Page 4 of 4 LT. SERVICES AGREEMENT -EXHIBIT 11 MR .17-263 9/28/2417 EXHIBIT VII I.T. SERVICES AGREEMENT DATA CENTER USE & SERVICES INTRODUCTION A. The County desires to make space available in its Data Center (as described below in Section 1) to the Public Body to enable the Public Body to locate and install hardware and software to support the general operations of the Public Body and/or to receive I.T. Services from the County (as defined in the Agreement, Section 1). B. The Parties agree to the following terms and conditions regarding the use of space in the Data Center: LICENSE AGREEMENT 1. Use of County Pro er 1, 1. Description of Proper The County grants a License for use of square feet of its property to the Public Body, which is described and illustrated in Attachment A (hereinafter "Data Center"). Attachment A is incorporated by referenced into this Exhibit and Agreement. 1.2. Use of Property_ The Public Body shall only use the Data Center for the location and installation of hardware and software (hereinafter "Equipment") to support the general operations of the Public Body and to receive I.T. Services from the County. I.T. Services are defined in Section 1 of the Agreement. The Public Body must execute separate exhibits for other I.T. Services. 1.3. Length of UselTermination. This Exhibit and use of the Data Center shall cornmence upon frill execution of this Exhibit and shall end when the Agreement terminates or expires (whichever occurs first) pursuant to the Agreement. At the expiration or termination of this Exhibit or Agreement (whichever occurs first), the Public Body shall remove of all of its Equipment or personal property located in the Data Center within thirty (30) days. If the Public Body does not remove its Equipment or personal property within the thirty (30) day period, then the County small remove and dispose of the Equipment or personal property, including all data stored on the hardware at the Data Center and bill the Public Body for all costs associated with the removal and disposal of the Equipment or personal property. The costs associated with the removal and disposal of the Equipment or personal property are in addition to the License Fee or other costs or fees set forth in this Agreement. 1.4. No Termination Fee. Except for the costs set forth in this Exhibit, there is no fee for the termination of this Exhibit. Page 1 of 7 I.T. SERVICES AGREEMENT EXHIBIT VIT MR 17-263 9/2$12017 DATA CENTER USE & SERVICES - EXHIBIT VII 1.5. License Fee/Costs, The Public Body understands and accepts that the Oakland County Board of Commissioners sets the "gross square footage rental rate" for all Oakland County property on October 1St of every year. This "gross square footage rental rate," set by the Oakland County Board of Commissioners, shall be the license fee for this Exhibit (hereinafter "License Fee"). The License Fee is in effect from October I" until September 30"' of the following year. The License Fee in effect upon execution of this Exhibit is ($ } per square foot per year, payable in quarterly installments of During the term of this Exhibit or any extension thereof, on each October 1, the License Fee will be adjusted up or down by the County, based upon the "gross square footage rental rate" set by the Oakland County Board of Commissioners. The License Fee is payable, in advance, on a quarterly basis (January 1, April 1, July 1, and October 1) as set forth in the Agreement. If this Exhibit commences upon a date other than the first day of a quarter, then the License Fee shall be pro -rated per day. Other costs or fees due under this Exhibit shall be payable as set forth in the Agreement. 1.6. aigs. The Public Body shall not place any signs or advertisements on or around the Data Center or on the building where the Data Center is located without the prior written consent of the County's Director of Facilities Management or his/her successor and the County's Director of Information Technology or his/her successor. L7. The Public Body shall keep the Equipment and any other personal property located or stored at the Data Center in good order and repair. The Public Body shall conduct its operations at the Data Center, so as not to cause hat M to the Data Center and keep it in good order and repair and in a clean, safe, and healthfid condition. 1.8. Alterations Additions or Im rovements. The Public Body shall not make any alternations, additions, improvements or changes to the Data Center, unless prior written approval is given by the County's Director of Facilities Management or his/her successor and the County's Director of Information Technology or his/her successor. Any alterations, additions, improvements or changes to the Data Center, requested by the Public Body to facilitate the installation and operation of its Equipment and approved by the Directors in the previous sentence, shall be performed by the County or contractor's authorized by the County's Director of Facilities Management or his/her successor; provided however, that the Public Body shall be responsible for all costs associated with the alterations, additions, improvements, or changes to the Data Center. The costs associated with the alterations, additions, improvements, or changes shall be in addition to the License Fee set forth in this Exhibit or other costs or fees set forth in this Agreement. 1.9. The Public Body a.cicnowledges that it had the opportunity to inspect the Data Center and accepts the Data Center AS IS. 1,10. The Public Body shall leave the Data Center in the same condition that the Public Body found it and clean of all rubbish, Page 2 of 7 I."I'. SERVICES AGREEMENT---EXtIIBIT VII MR 17-263 912812017 DATA CENTER USE & SERVICES - EXHIBIT VII 2. Public Body Responsibilities. 2.1. The Public Body shall provide all Equipment to be located in the Data Center and shall provide the County with all building, electrical, networking or other specifications required for the installation and operation of the Equipment. The Public Body (and not the County) shall be responsible for the installation, operation, maintenance, repair and replacement of the Equipment and shall be responsible for all costs associated with the installation, operation, maintenance, repair and replacement of the Equipment; provided however, a County employee or agent may accompany the Public Body Employee, at all times, during the installation, maintenance, repair and replacement of the Equipment at the Data Center. 2.2. The Equipment located in the Data Center shall remain the personal property of the Public Body. 2.3. The Public Body and the Public Body Employee shall not in any manner hold themselves out to be agents, volunteers or employees of the County. 2.4. The Public Body is responsible for and shall obtain, at its sole expense, all necessary licenses, permits, and other governmental approvals that are necessary for nese of the Data Center. 2.5. Authorized Public EmploYees. The Public Body shall provide a written list, to the County, of persons who are authorized, by the Public Body, to have remote access to the Equipment located or stored in the Data Center and of persons who are authorized, by the Public Body, to have physical access to the Equipment located or stored in the Data Center. 2.6. Points of Contact. The Public Body shall designate individuals to act as primary and secondary Points of Contact with County. The responsibilities of these Points of Contact are set forth in Section 3 of the Agreement. 2.7. Software/Application Licenses. The Public Body is responsible for obtaining, maintaining, and paying for all software/application licenses for the Equipment located or stored at the Data Center. County Responsibilities. 3.1. Utilities. The County shall provide all utilities, including gas, electricity, heat, and air conditioning, necessary to operate the Public Body's Equipment located in the Data Center. The utility costs are contained in the License Fee; provided however, that the Public Body shall be responsible for all costs associated with the connection to the utilities and for all costs associated with any alterations, improvements or changes to the electrical/heating and cooling systems of the Data Center that are required because of the installation and operation of the Public Body's Equipment. The costs associated with the utility connections, alternations, improvements, or changes shall be in addition to the License Fee set forth in this Exhibit or other costs or fees set forth in this Agreement. THE COUNTY DOES NOT WARRANT THAT THE DATA CENTER WILL HAVE UTILITIES/POWER/ELECTRICITY 100% OF TIME DURING THE TERM OF THIS EXHIBIT. Page 3 of 7 I.T, SERVICES AGREEMENT -EXHIBIT VII MR 17-263 9/28/2017 DATA CENTER USE & SERVICES - EXHIBIT VII 3.2. Security. The County will use its best efforts to ensure that the Data Center is a secure facility and protected from power outages through back-up power sources or generator power. 3.3. Physical and Network Connections. The County shall provide the physical and network connections for the Equipment located in the Data Center, according to the specifications provided by the Public Body. The terms, conditions and costs for providing these connections shall be set forth in another exhibit to the Agreement, specifically Exhibit V to the Agreement. The costs for these connections are not contained in the License Pee. 3.4, Bacicupand Disaster Recovery. Notwithstanding any other provisions in the Agreement to the contrary (specifically Section 2.4 of the Agreement), the County will not provide and perform, through this Exhibit, backup and disaster recovery services for the Public Body's Equipment located in the Data Center and for data that resides on the Public Body's Equipment located in the Data Center. If the Pubic Body desires or requires backup or disaster recovery services, then the Public Body shall contact the County and request such services. The County will inform the Public Body if it is able to perfbim the requested services. If the County is able to provide the services, then the County will inform the Public Body of the extra cost associated with the services and the terms and conditions of the services. The Parties shall enter into a separate written agreement for the services. 3.5. Support Procedure/Service Center. I.T. Service incidents requiring assistance from the County must be reported to the Service Center, by the Points of Contact, to the phone number or e-mail provided below. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or eiror 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. 4. Access to Data Center/Security. The Public Body and Public Body Employees, who are on the list submitted to the County pursuant to Section 2.5 of this Exhibit, shall have access to the Data Center 24 hours a day/7 days a week. The Public Body and the Public Body Employees shall comply with all County policies and procedures for access to the Data Center and the building that houses the Data Center., The County, at its cost, will provide identification cards for Public Body Employees to enter the Data Center and the building that houses the Data Center. The Public Body Employees may be subject to security or background checks, at the County's sole cost and discretion. In its sole discretion, the County may deny access to the Data Center to any Public Body Employee. _Assurances/Liability. 5.1. Damage to Coun!Y Pro ert . The Public Body shall be responsible for any damage to any County property or facilities that is caused by the Public Body or Public Body Employees. If damage occurs, the County shall make the necessary repairs and/or replacements or cause a third party to make the necessary repairs or replacements; provided, however, that the Public Body shall reimburse the County for all costs Page 4 of 7 I.T. SERVICES AGREEMENT—EXHIBIT VII MR 17-263 9/28/2017 DATA CENTER USE & SERVICES - EXHIBIT VII associated with repairing and/or replacing the damaged property or facilities. The costs contained in this Section are in addition to the License Fee or other costs or fees set forth in this Agreement. 5.2. Damage to Public Body's Equipment. The Public Body shall be solely liable and responsible for any loss or damage resulting from fire, theft or other means to the Public Body's Equipment or other personal property located, kept, or stored at the Data Center. The County shall not insure the Equipment or other personal property of the Public Body that is located or stored at the Data Center. The Public Body, in its sole discretion, may insure the Equipment or other personal property located at the Data Center. 5.3. Claims or matters arising out of this Exhibit are also governed by the terms and conditions contained in the Agreement. 6. Insurance. 6.1. The Public Body shall provide and maintain, at its expense, all insurance as set forth below. The insurance shall be written for not less than any minimum coverage herein specified. 6.1.1. Commercial General Liability Insurance Occurrence Form including: a) Premises and Operations; b) Products and Completed Operations (including On and Off Premises Coverage); c) Personal and Advertising Injury d) Broad Dorm Property Damage e) Independent Contractors; f) Broad Forex Contractual including coverage for obligations assumed in this contract; $1,000,000 — Each Occurrence Limit $1,000,000 — Personal & Advertising Injury $1,000,000 — Products & Completed Operations Aggregate Limit $2,000,000 — General Aggregate Limit $500,000 — Fire Damage Limit (Any One Fire) 6.1.2. Fire Legal Liability Insurance with limits of $1,000,000 each accident, covering the personal and real property of Oakland County's IT building/Data Center. 6.1.3. Workers' Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 6.1.4. Commercial Umbrella/Excess Liability Insurance with a minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. 6.1.5. Commercial Property Insurance. The Public Body shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 6,2. General Insurance Conditions. The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. Page 5 of 7 I.T. SERVICES AGREEMENT -EXHIBIT VII MR 17-263 9/28/2017 DATA CENTER USE & SERVICES - EXHIBIT VII All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 6.2.1. All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 6.2.2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation, premiums, deductibles, or assessments under any for n; 6.2.3. Any and all deductibles or self-insured retentions shall be assumed by and beat the sole risk of the Lessee; 6.2.4. All policies, with the exception of Workers' Compensation, shall be endorsed to name the County as additional insured; 6.2.5. All policies shall be endorsed to provide a written waiver of subrogation in favor of County; 6.2.6. The Public Body shall require their contractors, or sub -contractors not protected under the Public Body's insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Agreement; 6.2.7. Certificates of insurance must be provided no less than ten (10) working days prior to commencement of this Agreement and must bear evidence of all required terms, conditions and endorsements; and 6.2.8. All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best's rating of A. 7. Destruction of Data Center/Building Housing Data Center, 7,L Except as otherwise provided herein, in the event, that the building that houses the Data Center is partially or entirely damaged or destroyed as a result of the Public Body's actions/nonactions or the actions/nonactions of the Public Body Employees, the County shall repair the damage or destruction; however, the Public Body shall be responsible for all costs associated with repairing damage or destruction of the Data Center or the building that Douses the Data Center, unless such dainage or destruction is covered and paid for by the County's insurance, in which case the Public Body shall reimburse the County for any deductible it must pay in connection with the damagc or destruction. The costs contained in this Section are in addition to the License Fee or other costs or fees set forth in this Agreement. 7.2. In the event that more than thirty-five (35%) percent of the building which houses the Data Center is damaged or destroyed by fire or other casualty, then the County may elect to either repair or rebuild the building or to terminate this Exhibit by giving written notice to the Public Body within ninety (90) days after the occurrence of such damage or destruction. The Public Body will have ninety (90) days from the date of the notice to vacate the Data Center. 7.3. In the event the building which houses the Data Center is partially damaged or destroyed by fire or other casualty and such event is not addressed by Sections 7.1 or 7.2, the County shall use its best effort to promptly repair or rebuild the building. In Page 6 of 7 I.T. SERVICES AGREEMENT—EXHIBIT ViI MR 17-263 9/28/2017 DATA CENTER USE & SERVICES - EXHIBIT VII the event the building cannot be repaired or rebuilt within. one hundred eighty (180) days after such destruction, the Public Body shall have the right to terminate this Exhibit and vacate the Data Center within ninety (90) days after the occurrence of such damage or destruction. 7.4. In no event shall County be required to repair or replace any property of the Public Body. 8. Freedom of information Act. The Parties agree and acknowledge that the data which resides on the Equipment located or stored in the Data Center is not a "writing" as defined by the Freedom of Information Act, MCL 15.231, et seq., because the data does not contain any meaningful content in the format possessed by the County. MCL 15.232(1), Under the Act, the County is not required to create a compilation, summary or report of information it possess. MCL 15.233(4) 9. Survival. Sections 1.3, 5, 6 and 7 of this Exhibit and the duties and obligations contained herein shall survive the expiration or termination of this Exhibit and Agreement. 10. Eminent Domain. If the whole building which houses the Data Center is taken by any public authority under the power of eminent domahi, then this Exhibit shall be terminate on the day the public authority takes possession of the whole building. If. less than the whole, but more than thirty-five percent (35%) of the building is taken by any public authority under the power of eminent domain, then either Party may terminate this Exhibit upon thirty (30) clays written notice to the other Party. In the event neither Party elects to terminate this Exhibit, then the Exhibit shall terminate on the date the public authority takes possession of the building. Neither Party shall have any fixture liability or obligation under the Exhibit if it is terminated under this Section. 11, No Interest in Property, This Exhibit and Agreement shall not create and is not intended to create any right, title or interest in Data Center or any portion thereof. Public Body has no title in and to the Property or any portion thereof and has not, does not, and will not claim any such title or any easement over the Property. Page 7 of 7 I.T. SERVICES AGREEMENT EXHIBIT VII MR. 17-263 9/2812017 CHARTER COMMISSION 10 North Main Street, 6th Floor Mount Clemens, MI 48043 Phone: 586-463-2674 Fax: 586-463-2603 Website: www.maeornbcountymi.gov/clerksoffice/charter E-mail: charter@macombeountymi.gov I, Carmella Sabaugh, Clerk of the Macomb County Charter Commission, do hereby certify that the following resolution was approved by the Macomb County Charter Commission at its Regular Meeting held on the 17th of June, 2009. RESOLVED, that the Macomb County Charter Commission approves the Home Rule Charter of Macomb County, Michigan, submitted to it by the Charter Commission's Legal Team on June 17, 2009, including the amendments adopted at the regular meeting of the Charter Commission on June 17, 2009. BE IT FURTHER RESOLVED. That the approved Home Rule Charter be submitted to the Governor of the State of Michigan for approval pursuant to statute. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the Seal of the Court at Mount Clemens, Michigan, this 6th day of October, 2010. Carmella Sabau Clerk MACOMB COUNTY CHARTER COMMISSION Jacob Femminineo, Jr. Marilyn Lane James F, Kelly David A. Willis District 17 District 20 District 3 District 2 Chair Vice -Chair Secretary Treasurer Matthew J. Wroblewski — District 1 Michael G. Giebuak —District 9 Louis J. Burdi, - District 4 Rick Flynn — District 10 Marry Awdey —District 15 Judy Hartwell —District 22 Robert W. Slavko — District 5 Dominic LaRosa — District 11 Tom Rombach —District 16 James Maccroni— District 23 John Olekszyk — District 6 Vince Viviano —District 12 Carrie Lynn Fuca-- District 18 Cynthia Konal — District 24 Elisabeth Sierawski -- District 7 Gary S. Anthony — District 13 Roliert Smith, Jr. — District 19 Charles Medley — District 25 Donna S. Cangemi —District 8 .Tames Haggerty — District 14 Nick Ciarami taro --District 21 Monika Kreft Leasure — District 26 HOME RULE CHARTER OF MACOMB COUNTY, MICHIGAN Approved by the Macomb County Charter Commission June 17, 2009 Approved by the Macomb County Charter Commission on June 17, 2009. Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. INDEX OF CHARTER PREAMBLE ARTICLE I HOME RULE/GENERAL PROVISIONS Section 1.1 Purpose of Charter....................................................................................... I Section 1.2 Home Rule Powers......................................................................................1 Section 1.3 Boundaries of County..................................................................................1 Section1.4 Definitions....................................................................................................1 ARTICLE II ETHICS Section2.1 Standards......................................................................................................2 Section 2.2 Ethics Ordinance Mandated.........................................................................2 Section 2.3 Ethics Ordinance Provisions........................................................................3 Section2.4 Board of Ethics............................................................................................3 Section 2.5 Powers and Duties of the Ethics Board ................... 4 Section 2.6 Complaints and Sanctions............................................................................4 Section 2.7 Retaliation Prohibited..................................................................................5 Section2.8 Annual Report..............................................................................................5 Section 2.9 Exemption from Reorganization..................................................................5 Section2.10 Funding.......................................................................................................5 ARTICLE III EXECUTIVE Section3.1 Executive......................................................................................................5 Section 3.2 Election and Term........................................................................................5 Section 3.3 Qualifications of the Executive....................................................................5 Section 3.4 Office at County Seat...................................................................................6 Section 3.5 Authority, Duties, and Responsibilities.......................................................6 Section 3.6 Organization Plan.........................................................................................6 Section 3.7 Report of County Financial Condition.........................................................7 Section3.8 Appointments...............................................................................................7 Section3.9 Veto Authority.............................................................................................7 Section 3.10 Intergovernmental Relations........................................................................8 Section 3.11 Deputy County Executive............................................................................8 Section 3.12 Removal by Governor..................................................................................8 Section 3.13 Removal for Incapacity................................................................................9 8 Approved by the Macomb County Charter Commission on June 17, 2009, 2 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section3.14 Vacancies.....................................................................................................9 Section3.15 Filling a Vacancy.........................................................................................9 Section 3.16 Transfers of Property and Records..............................................................9 Section3.17 Signature......................................................................................................9 Section 3.18 Emergency Management.............................................................................9 ARTICLE IV LEGISLATIVE Section 4.1 Commission...............................................................................................10 Section 4.2 Qualifications of a Commissioner.............................................................10 Section 4.3 Meetings, Rules, and Procedures...............................................................10 Section 4.4 Powers and Duties......................................................................................10 Section 4.5 Enumerated Powers Not Exclusive............................................................11 Section 4.6 Ordinances and Resolutions....................................................................... l 1 Section 4.7 Ordination, Adoption, and Publication......................................................11 Section4.8 Vacancies...................................................................................................1 I Section 4.9 Removal for Incapacity..............................................................................1 I Section 4.10 Independent Counsel..................................................................................11 ARTICLE V APPORTIONMENT AND ELECTIONS Section 5.1 Apportionment of County Commission Districts......................................12 Section 5.2 County Apportionment Commission.........................................................12 Section 5.3 Apportionment Procedure..........................................................................12 Section 5.4 Appeal of an Apportionment Plan.............................................................13 Section 5.5 Final Apportionment Plan..........................................................................13 Section5.6 Elections.....................................................................................................13 ARTICLE VI DEPARTMENTS HEADED BY COUNTYWIDE ELECTED OFFICIALS Section6.1 Sheriff........................................................................................................13 Section 6.2 Prosecuting Attorney.................................................................................13 Section 6.3 County Clerk and Register of Deeds.........................................................13 Section 6.4 County Treasurer......................................................................................14 Section 6.5 Public Works..............................................................................................14 Section 6.6 General Provisions.....................................................................................14 Approved by the Macomb County Charter Commission on June 17, 2009. 3 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. ARTICLE VII ADDITIONAL DEPARTMENTS AND OFFICES Section 7.1 Planning and Economic Development.......................................................15 Section 10.2 Section 7.2 Health and Community Services...............................................................16 Section 10.3 Section 7.3 Human Resources and Labor Relations.....................................................16 Section 10.4 Section7.4 Finance.......................................................................................................16 Section 10.5 Section 7.5 Corporation Counsel..................................................................................16 Section 10.6 Section 7.6 General Provisions Governing Departments and Agencies ....................... 17 Section7.7 Directors.....................................................................................................17 Section 10.8 ARTICLE VIII FINANCE Section 8.1 Financial Management Principles..............................................................17 Section 10.2 Section8.2 Fiscal Year.................................................................................................17 Section 10.3 Section 8.3 Independent Audit....................................................................................18 Section 10.4 Section 8.4 Debt Limit and Borrowing Authority.......................................................18 Section 10.5 Section8.5 Taxing Authority........................................................................................18 Section 10.6 Section 8.6 Budget Preparation and Transmittal..........................................................18 Section 10.7 Section 8.7 Adoption of Line Item Operating Budget..................................................19 Section 10.8 Section 8.8 Budget Deficits..........................................................................................19 Section 8.9 Transfers and Impoundments....................................................................19 Section8.10 Purchasing.................................................................................................19 Section 8.11 Budget Reductions.....................................................................................19 ARTICLE IX RETIREMENT SYSTEM Section 9.1 Retirement System.....................................................................................20 Section 9.2 Retirement Commission.............................................................................20 ARTICLE X SPECIFIC POWERS AND PROVISIONS Section 10.1. Civil Service...............................................................................................20 Section 10.2 Initiative, Referendum, and Recall............................................................21 Section 10.3 Insurance and Bonding.............................................................................21 Section 10.4 Public Utilities...........................................................................................21 Section 10.5 Charter Amendment...................................................................................21 Section 10.6 Effect of Removal, Resignation, or Retirement .........................................22 Section 10.7 Public Defender.........................................................................................22 Section 10.8 Additional Functions or Services...............................................................22 iii Approved by the Macomb County Charter Commission on June 17, 2009. 4 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 10.9 Economic Development.............................................................................22 Section10.10 Oath of Office............................................................................................22 Section10.11 Compensation............................................................................................23 Section 10.12 Removal from Office.................................................................................23 Section 11.3 Section 10.13 Veterans' Affairs........................................................................................23 Section 10.14 Community Mental Health ........................................................................24 ARTICLE XI TRANSITIONAL PROVISIONS Section 11.1 Ordinances Continued................................................................................24 Section 11.2 Laws Continued.........................................................................................24 Section 11.3 Succession of County Rights.....................................................................24 Section 11.4 Continuity of Government.........................................................................24 Section 11.5 Road Commission of Macomb County......................................................25 Section 11.6 Continuation of Previously Approved Tax Authorizations .......................25 Section 11.7 Salaries and Benefits on Effective Date of Charter...................................25 Section 11.8 Initial Organization....................................................................................26 Section 11.9 Transitional Apportionment.......................................................................26 SectionIL 10 Effective Date............................................................................................26 ARTICLE XII MISCELLANEOUS PROVISIONS Section 12.1 Public Meetings.........................................................................................26 Section 12.2 Freedom of Information.............................................................................26 Section12.3 Severability................................................................................................26 iv Approved by the Macomb County Charter Commission on June 17, 2009. 5 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. PREAMBLE We, the people of Macomb County, to provide a local government which is efficient, economical, and ethical, exercise our constitutional rights and adopt this Home Rule Charter. ARTICLE I HOME RULE/GENERAL PROVISIONS Section 1.1 Purpose of Charter The purpose of this Charter is to convert the County of Macomb from a general law county to a home rule county under a locally adopted charter led by home rule county officers, This Charter shall be liberally construed in favor of the County as required by Article VII, Section 34 of the Constitution. Section 1.2 Home Rule Powers The home rule County of Macomb possesses home rule power as granted by Article VII, Section 2 of the Constitution to provide for any matter of County concern together with all other powers which a county may possess under the Constitution and laws of this state. The enumeration of powers in this Charter shall not be construed to exclude or limit other powers possessed by the County by implication or operation of law. Section 1.3 Boundaries of County The boundaries of the County existing when this Charter takes effect shall continue until changed in accordance with law. Section 1.4 Definitions As used in this Charter: (a) Adopted, approval, approved, and confirmed mean actions of the Commission requiring the affirmative vote of a Majority of Commissioners, (b) Agency means a department, office, board, commission, or other administrative unit of County government, whether created by Charter, ordinance, or law. (c) Appointee means a person appointed to a compensated or uncompensated position in County government that is not subject to a collective bargaining agreement, who is not elected to or holding an office that is subject to an election, and whose appointment is subject to the approval of the Commission or who is exempt from such approval under Article III of this Charter. Approved by the Macomb County Charter Commission on June 17, 2009. Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. (d) Commission means the County Board of Commissioners created by this Charter. (e) Commissioner means a member of the Commission. Commissioners are home rule county officers under this Charter. (f) Constitution means the Constitution of the State of Michigan, as amended. (g) County means Macomb County, Michigan. (h) Countywide Elected Official means the holder of an office in County government which is elected on a countywide basis. Countywide Elected Officials are home rule county officers under this Charter. (i) Employee means a person hired and employed in a position in County government. {j) Ethics Board means the Board of Ethics as created in this Charter. (k) Ethics Board Member means a member of the Board of Ethics. (1) Executive means the person holding the office of County Executive created by this Charter. (m) Including and included mean including, or included, without limitation. (n) Majority of the Commission or other multi -member body means a majority of the non -vacant positions. (o) Organization Plan means a plan of organization or reorganization proposed and approved as provided in this Charter. (p) Public Servant means a Countywide Elected Official, Commissioner, Appointee, or Employee. ARTICLE II ETHICS Section 2.1 Standards Public Servants of the County shall observe the highest standards of ethical conduct and are obligated to: (a) Comply with all laws and policies of County government; (b) Be independent, impartial, and fair in their judgment and actions; (c) Use their public office for the public good, not for personal gain; (d) Conduct public business openly, as provided by law, in an atmosphere of respect and civility; and (e) Cooperate fully with any request of the Ethics Board for information or assistance, subject to law. Section 2.2 Ethics Ordinance Mandated Within 1 year after the effective date of this Charter, the Commission shall adopt an ethics ordinance governing all Public Servants. 2 Approved by the Macomb County Charter Commission on June 17, 2009. Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 2.3 Ethics Ordinance Provisions At a minimum, the ethics ordinance shall: (a) Define "conflict of interest" and prohibit a Public Servant from acting on a decision or transaction where an interest of the Public Servant, including a partisan political interest, is in actual or apparent conflict with an actual or apparent interest of the County. (b) Require a Public Servant to disclose personal interests in all contracts involving the County; the receipt of all gifts from persons doing, or seeking, or who may reasonably be expected to seek, County business; as well as other relationships which are, or may appear to be, a conflict of interest. (c) Define the circumstances in which acceptance of employment by a present or past Public Servant with another public or private entity is incompatible with the ethical duties of the Public Servant, and the extent to which such employment is prohibited. (d) Address the extent to which nepotism shall be prohibited in County hiring, appointments, and promotional decisions. (e) Define and prohibit all inappropriate political activity by Public Servants, including improper use of County time and property. (f) Define "confidential information of the County" and prohibit its disclosure by a Public Servant to a third party. (g) Define and prohibit the use of County resources and assets by a Public Servant for private purposes or commercial gain. (h) Define the disclosure requirements for potential and existing County vendors. (i) Provide sanctions for violations of the ethics ordinance. Section 2.4 Board of Ethics 2.4.1 The Board of Ethics is created. 2.4.2 The Ethics Board consists of 5 members, nominated by the Executive and subject to approval by the Commission. The Commission shall vote on approval within 60 days of receipt of a nomination from the Executive. if the Commission fails to act upon a nomination within that time, the Executive's nomination becomes effective. 2.4.3 Ethics Board Members serve without compensation. 2.4.4 Ethics Board Members are appointed for 5 -year terms, with the terms of not more than 2 Ethics Board Members expiring in any 1 year. Of the initial appointments, 2 shall expire February 1, 2013, 2 shall expire February 1, 2014, and 1 shall expire February 1., 2015. 2.4.5 Ethics Board Members must be qualified electors in the County. Approved by the Macomb County Charter Commission on June 17, 2009. Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. 2.4.6 Persons who have been Public Servants, other than unpaid Appointees, at any time in the preceding 2 years, their immediate family members, and other individuals as provided by ordinance, are ineligible to serve on the Ethics Board. 2.4.7 An Ethics Board Member may not be an officer of a political party. 2.4.8 An Ethics Board Member may be removed by the Executive for cause with the approval of the Commission. Section 2.5 Powers and Duties of the Ethics Board 2.5.1 Within 180 days after approval of the 5 initial Ethics Board Members, the Ethics Board shall propose rules of procedure for the enforcement of the ethics provisions of this Charter, ordinance, and law, and submit them to the Commission for approval by resolution. The approved rules shall be filed with the County Clerk. If the Commission fails to approve or reject the proposed rules within 60 days after submission, the rules become effective. 2.5.2 The Ethics Board may prepare educational materials regarding applicable ethics standards after consultation with the affected Agencies and conduct training programs for Public Servants. 2.5.3 The Ethics Board shall provide a procedure whereby a Public Servant may obtain informal guidance for understanding and complying with applicable ethics standards. 2.5.4 On the request of a Public Servant, or the supervisor of an Employee, concerning action by the Public Servant, the Ethics Board may render an advisory opinion. Section 2.6 Complaints and Sanctions 2.6.1 A complaint alleging violation of an applicable ethics provision may be filed with the Ethics Board. The complaint must be signed by the complainant whose identity, as well as all information relating to the complaint, shall be kept confidential except as required by law or ordinance. Whenever an Agency receives a complaint alleging an ethics violation or determines that an ethics violation may have occurred, it shall refer the matter to the Ethics Board. 2.6.2 If the Ethics Board determines that a complaint is supported by probable cause, it shall proceed to resolve the complaint in accordance with its rules of procedure, which shall include notice and an opportunity to be heard. The Ethics Board may subpoena witnesses, compel the production of evidence, and administer oaths. 2.6.3 The Ethics Board may investigate any matter related to its responsibilities. 2.6.4 The Ethics Board may seek the assistance of Corporation Counsel or, with the approval of the Commission, may retain outside counsel. H Approved by the Macomb County Charter Commission on June 17, 2009. Approved by Michigan Governor Jennifer M. GranWrn on July 21, 2009. 2.6.5 Ethics Board determinations are final, reviewable only by a court as provided by law. Section 2.7 Retaliation Prohibited A Public Servant shall not take retaliatory action of any type against the complainant or a witness, and any such retaliatory action is itself a violation of the ethics provisions of the County. Section 2.8 Annual Report The Ethics Board shall submit an annual report to the Commission as required by ordinance. Section 2.9 Exemption from Reorganization The Ethics Board is exempt from reorganization under an Organization Plan. Section 2.10 Funding The County shall provide an annual appropriation and resources sufficient to enable the Ethics Board to perform its duties. ARTICLE III EXECUTIVE Section 3.1 Executive The office of County Executive is created and the executive power of the County is vested in the Executive, who is the head of the executive branch of County government. Section 3.2 Election and Term The Executive shall be elected at large on a partisan basis for a 4 -year term. State law procedures and deadlines applicable to filing for office by candidates for Countywide Elected Officials elected under Article VI, and the conduct and canvass of such county elections, shall also apply to the office of Executive, except the Executive shall be elected for a term concurrent with the term of the governor. Section 3.3 Qualifications of the Executive A person who is a registered and qualified elector in the County as of the filing deadline for the office of Executive is qualified to serve as the Executive. 1.1 Approved by the Macomb County Charter Commission on June 17, 2009. 10 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 3.4 Office at County Seat The principal office of the Executive shall be at the County seat. Section 3.5 Authority, Duties, and Responsibilities The Executive has the authority, duty, and responsibility to: (a) Supervise, coordinate, direct, and control all County departments except for departments headed by Countywide Elected Officials other than the Executive, facilities, operations, and services except as otherwise provided by this Charter or law; (b) Enforce all laws in the County except as provided for by this Charter or law; (c) Discharge the duties granted the Executive by this Charter, law, or ordinance, and exercise all incidental powers necessary or convenient for the discharge of the duties and functions specified in this Charter or lawfully delegated to the Executive; (d) Submit reports and recommendations to the Commission on matters affecting the County; (e) Exercise powers and duties required for emergency preparedness; (f) Receive community information concerning County services; (g) Maintain intergovernmental relations and advocate or develop proposed legislation beneficial to County interests; (h) Coordinate economic development programs, countywide planning, and marketing of the County; (i) Promote the preservation of the natural resources of the County; 0) Submit to the Commission a proposed annual budget; and (k) Maintain no other full-time employment. Section 3.6 Organization Plan 3.6.1 Except as provided in Article XI, within 90 days after the start of a new term of office the Executive shall submit a proposed Organization Plan to the Commission which includes an explanation of the reasons for the plan and an evaluation of its financial impact. 3.6.2 The Organization Plan may provide for the creation or abolition of any Agency except for the departments and offices created by Article V11 of this Charter and any others expressly exempted by this Charter or prohibited from being created or abolished by law. The Organization Plan may also transfer powers, duties, and functions of the County among the Agencies, including those created by Article VII of this Charter, if not prohibited by this Charter or law, The Executive may submit proposed amendments to the Organization Plan to the Commission at any time. 3.6.3 The Organization Plan shall provide for public access to the expenditure records of the County in a feasible, accessible, and economical manner. D Approved by the Macomb County Charter Commission on June 17, 2009, 11 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. 3.6.4 The Commission shall hold a public hearing on the proposed Organization flan or any proposed amendment within 50 days after its submission and must either approve, with or without amendment, or reject the proposed Organization Plan or any proposed amendment within 75 days after its submission. Section 3.7 Report of County Financial Condition The Executive shall file a report with the Commission on the financial condition of the County at least quarterly. The report shall include: (a) A comparison of actual revenues to budgeted revenues for the current fiscal year; (b) A comparison of actual expenditures to budgeted expenditures for the current fiscal year; (c) Any revisions to the original revenue estimates and/or expenditure estimates; and (d) Additional information required by ordinance or law, Section 3.8 Appointments Unless otherwise provided by this Charter or law: (a) The Executive shall appoint the Deputy County Executive, executive staff, department directors, members of boards and commissions, County representatives on intergovernmental bodies, and all other appointed officials or representatives; (b) With the exception of the Deputy County Executive, appointments by the Executive require approval by the Commission unless such appointments are exempted from approval by this Charter or law. If the Commission fails to approve or reject a proposed appointment within 75 days after its submission, the appointment becomes effective; (c) Countywide Elected Officials provided for in Article VI of this Charter are exempt from this section; (d) The Executive may appoint a confidential secretary, up to 3 administrative assistants, and unpaid advisory boards and commissions, all of whom are exempt from approval by the Commission; (e) Appointees of the Executive shall serve at will, at the pleasure of the Executive unless otherwise provided by law or contract; and (f) The department of Human Resources and Labor Relations shall establish and adopt qualifications and criteria for the appointment of department directors and other Appointees. Section 3.9 Veto Authority Unless prohibited by law, the Executive may veto an ordinance, a line item of an ordinance appropriating money, or a resolution having the effect of law or approving a contract, by transmitting to the Commission notice of the veto and reasons for the veto. If the Executive 7 Approved by the Macomb County Charter Commission on June 17, 2009. 12 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. fails to exercise the veto within 10 business days after receipt of the ordinance by the Executive or within 10 business days after the adoption of a resolution, the action of the Commission takes effect. Section 3.10 Intergovernmental Relations The Executive, with the approval of the Commission and concurrence of each Countywide Elected Official whose department will be required to allocate or transfer resources, may: (a) Enter into any intergovernmental contract which is not specifically prohibited by law; (b) Join, establish, or form with any other governmental unit an intergovernmental district or authority to perform a public function or service, which each is authorized to perform separately, the performance of which is not prohibited by law; (c) Accept, upon mutually agreed conditions, the transfer of performance of any municipal function or service from a governmental unit wholly or partially within the County, if the performance of that function or service by the County is not specifically prohibited by law, and if the function or service is offered on a countywide basis; and (d) Provide by contract services or functions in a political subdivision of the County with the agreement of the legislative body of that subdivision and with approval of the contract by the Commission. The cost of services or functions provided to a political subdivision of the County, but not provided countywide, shall be paid by the political subdivision in which the services or functions are performed. The revenues collected for the contracted services or functions shall be used first to pay for the contracted services. Section 3.11 Deputy County Executive The Office of the Deputy County Executive is created. The Deputy County Executive shall exercise the powers and duties of the Executive if the office is vacant or if the Executive is absent or disabled. The Deputy County Executive shall also perform the powers and duties delegated by the Executive. Section 3.12 Removal by Governor The Executive may be removed from office by the governor for the same reasons and with the same due process as provided by law for the sheriff, prosecuting attorney, county cleric, and county treasurer. Approved by the Macomb County Charter Commission on June 17, 2009. 13 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 3.13 Removal for Incapacity The Executive may be removed from office upon the affirmative vote of not less than 314 of the Commissioners serving after a public hearing upon a finding that the Executive is unable by reason of incapacity to perform the duties of office, The decision of the Commission may be appealed by the Executive to the Circuit Court for a de novo review. Section 3.14 Vacancies 3.14.1 The office of the Executive becomes vacant in the manner provided by law for the offices of sheriff, prosecuting attorney, county clerk, and county treasurer. 3.14.2 If a person elected to the office of Executive dies before the commencement of the term of office, a vacancy exists which shall be filled within 15 days after the beginning of the term. Section 3.15 Filling a Vacancy A vacancy in the office of the Executive shall be filled in the following manner: (a) The county clerk, the prosecuting attorney, the sheriff, the treasurer, and the chairperson of the Commission shall, at a public meeting, appoint by a Majority a person to fill the vacancy within 60 days for the remainder of the unexpired term and until a successor is elected and qualified. (b) The office of the Executive shall be filled in the case of vacancy by holding a special primary election on the next August election day, in the manner provided by law, followed by a special election to be held on the next November election day for which it is possible to place the office of Executive on the ballot in the manner provided by law. The successor so elected shall hold the office for the remainder of the unexpired term. Section 3.16 Transfers of Property and Records All property, records, and equipment of any Agency affected by this Charter or an Organization Plan shall be transferred to the appropriate Agency as directed by the Executive. Section 3.17 Signature All contracts and instruments binding the County shall be signed by the Executive or designee of the Executive. Section 3.18 Emergency Management The emergency management functions of the County shall be vested in the Executive, who may direct the emergency management coordinator and execute the emergency management plan of the County. 9 Approved by the Macomb County Charter Commission on June 17, 2009, 14 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. ARTICLE IV LEGISLATIVE Section 4.1 Commission The Commission is created and the legislative power of the County is vested in the Commission. The Commission consists of 13 members elected for terms concurrent with State Representatives on a partisan basis from single member districts established by the County Apportionment Commission as provided in Article V. Section 4.2 Qualifications of a Commissioner A person who is a registered and qualified elector in the Commissioner district where the person resides as of the deadline for filing to run for the office of Commissioner is qualified to serve as a Commissioner for that district, unless the person is otherwise prohibited by law from holding the office of Commissioner. Section 4.3 Meetings, Rules, and Procedures At the first meeting of each new term, the Commission shall elect a chairperson and its other officers and establish its rules of procedure and its regular monthly meeting schedule. A Majority of the Commission constitutes a quorum. Section 4.4 Powers and Duties In addition to other powers and duties prescribed in this Charter, the Commission may: (a) Adopt, amend, or repeal ordinances or resolutions; (b) Establish committees of the Commission necessary to efficiently conduct the business of the Commission; (c) Appropriate funds, levy taxes, fees, and other charges, and authorize borrowing as provided by this Charter and applicable laws; (d) Approve contracts of the County; (e) Approve or reject appointments by the Executive as provided by this Charter; {f) Override a veto by the Executive within 30 days by at least 213 of the Commissioners serving; (g) Subpoena individuals, compel the production of records, and administer oaths; (h) Appoint, approve, and remove members of committees, boards, and commissions as provided by this Charter or law; (i) Submit tax and ballot proposals to the electorate; and {j) Exercise any power granted by law to charter or general law counties unless otherwise provided by this Charter. 10 Approved by the Macomb County Charter Commission on June 17, 2009. 15 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 4.5 Enumerated Powers Not Exclusive The enumeration of powers in this Charter shall not be held or deemed to be exclusive. In addition to the powers enumerated in this Charter, implied by this Charter, or appropriate to the exercise of the powers enumerated in this Charter, the Commission shall have and may exercise all legislative powers which this Charter could specifically enumerate as provided by the Constitution and the laws of the State of Michigan. Section 4.5 Ordinances and Resolutions The Commission shall act by ordinance if required by this Charter or law, otherwise by resolution. All acts of the Commission imposing a penalty shall be by ordinance. Section 4.7 Ordination, Adoption, and Publication The Commission shall, within 180 days after the effective date of this Charter, adopt an ordinance providing for codification of ordinances and the preservation and indexing of resolutions. Section 4.8 Vacancies 4.8.1 A vacancy occurs in the office of a Commissioner by death, resignation, removal of residency from the district, or removal from office. 4.8.2 A vacancy shall be filled by appointment of a registered and qualified elector of the district in which he or she is to be appointed within 30 days by a Majority of Commissioners. The appointee shall take office upon filing the oath of office with the County Clerk after the meeting at which the appointment is made. 4.8.3 If the vacancy is filled in the first year of the term, the appointee shall serve until a successor is elected in a special election called by the Commission in accordance with law. If the vacancy is filled in the second year of the term, the appointee shall serve out the unexpired term. Section 4.9 Removal for Incapacity A Commissioner may be removed from office upon the affirmative vote of not less than 314 of the Commissioners serving after a public hearing upon a finding that the Commissioner is unable by reason of incapacity to perform the duties of office. The decision of the Commission may be appealed by the Commissioner to the Circuit Court for a de novo review. Section 4.10 Independent Counsel Independent counsel may be retained by the Commission to provide legal services for specific projects or issues relative to its powers and duties as deemed necessary by the Commission. The process for retaining an independent counsel shall be established by an ordinance not subject to veto by the Executive. The independent counsel shall be an attorney or 11 Approved by the Macomb County Charter Commission on June 17, 2009. 16 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. attorneys licensed to practice law in Michigan. The independent counsel shall not be an Employee of the County. ARTICLE V APPORTIONMENT AND ELECTIONS Section 5.1 Apportionment of County Commission Districts The County Apportionment Commission shall establish Commission districts in the manner required by law within 60 days after the most recent final decennial census figures are certified by the United States Government. The districts shall be contiguous, compact, and as nearly square as practicable, depending on the geography of County area involved, without regard to partisan political advantage. The districts shall be drawn so that each city and township has the largest possible number of complete districts within its boundaries before any part of the city or township is joined to territory outside the boundaries of the city or township to form a district. All districts shall be single member districts and as equal in population as practicable. Townships, villages, cities, and precincts shall be divided only if necessary to meet the population standard. Section 5.2 County Apportionment Commission Unless otherwise required by law, the County Apportionment Commission consists of the County Clerk, the County Treasurer, the Prosecuting Attorney, and the statutory County chairperson of each of the 2 political parties whose candidates for Secretary of State received the most votes in the last election for that office. If the County does not have a statutory chairperson of a political party, the 2 additional members shall be a party representative from each of the 2 political parties receiving the greatest number of votes cast for the office of secretary of state in the last preceding general election and appointed by the chairperson of the state central committee for each of the political parties. The County Clerk convenes the Commission and the County Apportionment Commission shall adopt rules of procedure. Three members of the County Apportionment Commission shall constitute a quorum. All action is by Majority. Section 5.3 Apportionment Procedure Unless otherwise required by law, the County Apportionment Commission shall file an apportionment plan with the County Clerk, at which time the plan shall become effective, If the County Apportionment Commission has failed to submit a plan for the County within 60 days but not less than 30 days after the latest official published census figures are available or an extension granted by the Court of Appeals, any registered voter may submit a plan to the County Apportionment Commission for approval. From the plans submitted, the County Apportionment Commission shall choose a plan meeting the requirements of law. The plan chosen by the County Apportionment Commission shall be filed with the County Clerk within 30 days of the initial or extended deadline for filing its plan, at which time the plan shall become effective. 12 Approved by the Macomb County Charter Commission on June 17, 2009. 17 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 5.4 Appeal of an Apportionment Plan Unless otherwise provided by law, any registered voter of the County may, within 30 days of the filing of the pian with the County Clerk, petition the Court of Appeals to determine if the plan complies with the law and this Charter. A decision of the Court of Appeals may be appealed to the State Supreme Court as provided by law. Section 5.5 Final Apportionment Plan A final apportionment plan is effective until a new plan is adopted after release of the next United States official decennial census figures, Section 5.6 Elections The election of Countywide Elected Officials and Commissioners shall be conducted at the tithes and in the manner required by this Charter and law. ARTICLE VI DEPARTMENTS HEADED BY COUNTYWIDE ELECTED OFFICIALS Section 6.1 Sheriff The department of sheriff is created. The head of the department is the elected sheriff. 6.1.1 The powers and duties of the department are those provided by law for a county sheriff. 6.1.2 The department may contract with units of government within the County to provide services to such units upon approval of the Executive and the Commission. Section 6.2 Prosecuting Attorney The department of prosecuting attorney is created. The head of the department is the elected prosecuting attorney. 6.2.1 The powers and duties of the department are those provided by law for a prosecuting attorney. Section 6.3 County Clerk and Register of Deeds The departments of county clerk and register of deeds are created and shall remain combined as they existed at the effective date of this Charter. The head of the combined departments is the elected county clerk. 13 Approved by the Macomb County Charter Commission on June 17, 2009. 18 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. 6.3.1 The powers and duties of the department are those provided by law for county clerks and registers of deeds. 6.3.2 The department shall maintain central records of the County as provided by law or ordinance. The county clerk, with the assistance of the Executive, shall preserve and keep all records and materials of the first and any future Charter Commission, including but not limited to, all audio and video recordings of the Charter Commission and its committees. Section 6.4 County Treasurer The department of county treasurer is created. The head of the department is the elected treasurer. 6.4.1 The powers and duties of the department are those provided by law for a county treasurer, including the receipt, deposit, and investment of funds belonging to and under the control of the County. Section 6.5 Public Works The department of public works is created. The head of the department is the elected public works commissioner. 6.5.1 The powers, duties, and functions of the department are the powers, duties, and functions of the public works commissioner combined with the powers, duties, and functions of the drain commissioner as existed at the effective date of this Charter. 6.5.2 The public works commissioner shall be elected in the same manner and for the same term as a county drain commissioner as provided by law. Section 6.6 General Provisions 6.6.1 The Countywide Elected Officials provided for in this Article shall be elected on a partisan basis. The powers and duties specifically delegated by this Charter to departments created by this Article shall not be reassigned by an Organization Plan, but additional powers and duties may be assigned by an Organization Plan to any department. 6.6.2 The Countywide Elected Officials provided for in this Article shall manage their departments and exercise their powers and duties within authorized budget appropriations. These departments are part of County government and do not exist as separate or independent entities except as provided by law. 6.6.3 A vacancy in an office created under this Article occurs, and shall be filled within 90 days, in the manner provided by law. If the next general November election is to be held more than 182 days after the vacancy occurs, and is not the general November election at which a successor in office would be elected if there were no vacancy, the person appointed shall hold 14 Approved by the Macomb County Charter Commission on June 17, 2009. 19 Approved by Michigan Governor Jennifer M. GranWm on July 21, 2009. office only until a successor is elected at the next general November election in the manner provided by law and qualifies for office. The successor shall hold the office for the remainder of the unexpired term. 6.6.4 The existence, organization, qualifications, powers, and duties of the Countywide Elected Officials and departments created by this Article shall continue as they existed upon the effective date of this Charter, but shall be subject to the following: (a) The Michigan Constitution and state law; (b) All Charter provisions of general or specific applicability; and (c) All personnel, budgeting, and expenditure recommendations of the Executive as approved by the Commission. 6.6.5 The Countywide Elected Officials provided for in this Article shall not cause the expenditure of taxpayer funds or public monies for legal counsel unless permitted by law, but may seek advice and counsel from Corporation Counsel upon request. if a Countywide Elected Official provided for in this Article desires to protect or seek authority to implement the rights, powers, and duties of the office, the Executive may authorize the use of Corporation Counsel, or the Commission may authorize the use of independent legal counsel, to seek injunctive, mandamus, or declaratory relief from a court of competent jurisdiction to clarify or enforce the rights, powers, and duties of the office. Individual departments shall not file suit against each other, and any action against the County shall name the County as a party. All actions relating to the rights, powers, or duties of a Countywide Elected Official provided for in this Article shall be solely for injunctive, mandamus, or declaratory relief against the County. ARTICLE VII ADDITIONAL DEPARTMENTS AND OFFICES Section 7.1 Planning and Economic Development 7.1.1 The department of Planning and Economic Development is created. The department shall: (a) Promote, coordinate, and oversee economic development initiatives within the County, including those that receive or will generate public funds; (b) Prepare comprehensive plans for economic development and represent the County in economic development planning activities with other jurisdictions; (c) Assist the Executive in planning related to the properties owned by the County, and undertake planning for the development of those properties; (d) Make available to cities, townships, and villages in the County, at their request, advice and assistance on matters related to planning functions of the County; and (e) Address matters related to the planning functions of the County. 15 Approved by the Macomb County Charter Commission on June 97, 2009. 20 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 7.2 Health and Community Services shall: 7.2.1 The department of Health and Community Services is created. The department (a) Supervise and carry out the performance of County public health and community service programs; and (b) Supervise and carry out environmental protection programs. 7.2.2 The office of senior services is created. The office shall coordinate the operations of the County that provide services for the aging and senior citizens, and shall serve within County government as the advocate for senior citizens. The office shall be supervised by an Appointee of the Executive subject to confirmation by the Commission. The coordination of services for the aging and for seniors and the advocacy for senior citizens may not be removed from this office by an Organization Plan. Section 7.3 Human Resources and Labor Relations 7.3.1 The department of Human Resources and Labor Relations is created. The department of Human Resources and Labor Relations shall: (a) Formulate and direct the County's overall human resource program; (b) Negotiate all labor and employee relations matters on behalf of the County; (c) Administer collective bargaining agreements of the County; (d) Establish employment specifications and protocols for County Employees not covered by civil service; and (e) Assist the civil service commission. 7.3.2 Notwithstanding the requirements set forth in Section 7.3.1, the Executive shall submit all collective bargaining agreements to the Commission for final ratification or rejection. Section 7.4 Finance The department of Finance is created. The department of Finance shall: (a) Effectuate the provisions of Article VIII of this Charter; and (b) Administer financial affairs of the County in accordance with law. Section 7.5 Corporation Counsel 7.5.1 The office of Corporation Counsel is created. Corporation Counsel shall be the chief legal counsel to the County and: (a) Direct and supervise the office of Corporation Counsel; (b) Represent the County, the Executive, the Commission, the department heads, and Agencies in civil legal matters affecting the County, except as provided by Charter, law, or ordinance; and 16 Approved by the Macomb County Charter Commission on June 17, 2009. 21 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. (c) Represent the Countywide Elected Officials created by Article VI in the manner provided in Article VC of this Charter, 7.5.2 Corporation Counsel shall be appointed by the Executive and confirmed by the Commission. 7.5.3 Corporation Counsel may: (a) Hire assistant attorneys within budgetary appropriations in accordance with the policies of the County; (b) Appoint special counsel upon approval of the Commission; and (c) Keep the Executive and the Commission advised on pending litigation matters on a periodic basis. 7.5.4 Corporation Counsel and all assistant attorneys shall be licensed to practice law in the State of Michigan, 7.5.5 The Executive and the Commission shall include in the general fund of the annual budget for each fiscal year, such sums as the Executive and the Commission deem necessary for the Corporation Counsel to carry out its duties. Section 7.6 General Provisions Governing Departments and Agencies Agencies of the County may be created only by ordinance or an Organization Plan or as otherwise provided by law. All departments created by this Article shall perform such other duties as required by this Charter, law, Organization Plan, or the Executive. Section 7.7 Directors Each department created in this Article shall be headed by an at will director. With the approval of the Executive, a director may hire employees within budgetary appropriations in accordance with the policies of the County. ARTICLE VIII FINANCE Section 8.1 Financial Management Principles The County shall employ generally accepted principles of accounting, auditing, and reporting appropriate for local government and as required by law. Section 8.2 Fiscal Year The fiscal year of the County shall be established by ordinance as permitted by law. 17 Approved by the Macomb County Charter Commission on June 17, 2009. 22 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 8.3 Independent Audit 8.3.1 The Commission shall establish from its members an Audit Committee. The Executive, with the consent of the Audit Committee, shall hire an independent certified public accountant to conduct an annual independent audit as required by law. The Audit Committee shall cause to be conducted such other audits as determined necessary by the Audit Committee, subject to the appropriations in the County's annual budget for such purpose. 8.3.2 Financial reports and audits shall be prepared, transmitted, and filed as required by law and ordinance and shall be available for public inspection. Section 8.4 Debt Limit and Borrowing Authority The County may borrow in accordance with applicable law, except the County shall not incur any indebtedness which shall exceed 10% of the state equalized value of the taxable property within the County. Section 8.5 Taxing Authority 8.5.1 The County may by ordinance levy and collect any tax, fee, rent, toll, or excise authorized by law. 8.5.2 The County may levy an ad valorem property tax not in excess of 1% of the state equalized valuation of the taxable property within the County. The levy of taxes from within the ad valorem property tax limitation shall not exceed, unless otherwise approved by the electors, 5.19 mills as is adjusted currently and may be adjusted in the future by applicable constitutional and statutory requirements. An increase in the tax authorization may be approved by the voters of the County for a period of not more than 20 years. Section 8.6 Budget Preparation and Transmittal 8.6.1 The Executive shall prepare and administer a comprehensive balanced budget in a manner which assures coordination among Agencies. The Executive shall transmit the comprehensive balanced budget for the next fiscal year to the Commission at least 90 days before the next fiscal year begins. The comprehensive balanced budget prepared and recommended by the Executive shall contain, at a minimum, the budget message, budget document, the proposed appropriations ordinance containing the information required by law, and any information required by the Commission, law, or ordinance. 8.6.2 Not less than once each year the Executive shall submit to the Commission a proposed long-range capital improvement program and capital budget. 18 Approved by the Macomb County Charter Commission on June 17, 2009. 23 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 8.7 Adoption of Line Item Operating Budget Before the beginning of each fiscal year of the County, the Commission shall adopt a balanced line item operating budget and an appropriations ordinance in accordance with the requirements of law. Section 8.8 Budget Deficits 8.8.1 If a deficit condition exists at the end of any fiscal year, the Executive shall submit to the governor and state legislature, upon approval by the Commission, a specific 5 -year plan for short-term financial recovery and long-term financial stability prior to the adoption of the next annual budget. The 5 -year plan shall include those items required by law. 8.8.2 As used in this Section, and unless otherwise provided by law, the term "deficit condition" means a situation where, at the end of a fiscal year, total expenditures, including an accrued deficit, exceed total revenues for that fiscal year, including any surplus carried forward. Section 8.9 Transfers and Impoundments Transfers among appropriations and impoundments of appropriations may only be made in accordance with the appropriation ordinance as adopted or amended. Section 8.10 Purchasing The Commission shall adopt comprehensive policies and procedures governing the awarding of contracts, including the procurement and handling of services, supplies, materials, and equipment. These policies shall be consistent with federal and state law, the Charter, and ordinances, resolutions, and policies of the Commission. The Executive shall implement the policies adopted by the Commission, including requirements for competitive bidding and the use of sealed bids for purchases and contracts specified by ordinance. Section 8.11 Budget Reductions 8.11.1 if the Executive certifies to the Commission a reduction in estimated revenue of any type that would cause an expenditure of an approved appropriation to exceed the available revenue and submits a proposed appropriation reduction, the Commission shall reduce appropriations to avoid the deficit. If the Commission fails to amend the appropriation ordinance within 45 days after the certification of the reduced revenue, the requested appropriation reduction submitted by the Executive becomes effective. 8.11.2 if the Executive certifies to the Commission that expenditures have exceeded appropriated levels and submits a proposed appropriation amendment, the Commission shall amend appropriations to avoid the deficit. If the Commission fails to amend the appropriation ordinance within 45 days after the certification of the excess expenditures, the requested appropriation amendment submitted by the Executive becomes effective. 19 Approved by the Macomb County Charter Commission on June 17, 2009, 24 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. ARTICLE IX RETIREMENT SYSTEM Section 9.1 Retirement System The Macomb County Retirement System created by ordinance in effect at the time of adoption of this Charter shall continue. The accrued rights and benefits of the Countywide Elected Officials, Commissioners, and Employees of the County are recognized and this Charter shall not infringe upon or be in derogation of those accrued rights and benefits. The Commission may amend the ordinance creating the County Retirement System. Section 9.2 Retirement Commission The Retirement Commission existing when this Charter becomes effective shall continue, except the County's representatives on the Retirement Commission shall be the Executive or designee; the County Treasurer or designee; and the Chair of the Commission or designee. The remaining 4 members shall consist of the Chair of the Road Commission of Macomb County or designee, or director of the department responsible for its functions if the Road Commission of Macomb County is reorganized, and 3 active Employees elected by active Employees in the manner provided by the rules and regulations adopted by the Retirement Commission. One additional non-voting member shall be elected by retired County employees in the manner provided by rules and regulations to be adopted by the Retirement Commission. The term of each elected member is 3 years, with 1 term expiring each year unless otherwise provided by ordinance. Active Employees holding a position when this Charter becomes effective shall continue in those positions for the term to which they were elected, The Retirement Commission shall administer and manage the Retirement System. The costs of administration and management of the Retirement System shall be paid from the investment earnings of the Retirement System, ARTICLE X SPECIFIC POWERS AND PROVISIONS Section 10.1 Civil Service A system of civil service in effect at the effective date of this Charter shall be continued. The rights and status of persons in the civil service system are recognized and this Charter shall not infringe upon nor be in derogation of those rights and that status. This Charter does not preclude future modification of the system of civil service in the manner provided by ordinance and as permitted by law. In Approved by the Macomb County Charter Commission an Jane 17, 2009. 25 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 10.2 Initiative, Referendum, and Recall 10.2.1 The people of the County reserve the powers of initiative and referendum as provided by law. The process for the exercise of such powers shall be established by ordinance. The power of initiative may be invoked by petition signed by registered electors constituting not less than & percent, and the power of referendum may be invoked by petition signed by registered electors constituting not less than 5 percent, of the total vote cast within the County for all candidates for governor at the last preceding general election at which a governor was elected. The power of referendum does not extend to ordinances making or reducing appropriations. 10.2.2 The people of the County reserve the power to recall Countywide Elected Officials and Commissioners as provided by law. Section 10.3 Insurance and Bonding Any Agency not under the direct supervision of the Commission before the effective date of this Charter shall provide to the County such insurance, bonds, and contributions to self insurance programs as the Executive shall require, upon approval by the Commission. Section 10.4 Public Utilities The acquisition, operation, and sale of public utility facilities by the County for furnishing light, heat, or power are subject to the restrictions imposed on cities and villages by the Constitution and applicable law. Section 10.5 Charter Amendment 10.5.1 Amendments may be proposed to this Charter by petition of the registered electors of the County. A petition shall include the full text of the proposed amendment, and be signed by registered electors of the County constituting not less than 10 percent of the total votes cast for all candidates for governor at the most recent gubernatorial election, The procedures for proposing amendments to this Charter shall be established by ordinance. 10.5.2 Amendments to this Charter may be proposed by resolution adopted by at least 213 of the Commissioners serving. A proposed amendment shall be submitted to the electors at the next general election following adoption of the resolution. If a majority of electors approve a proposed amendment, it becomes part of this Charter 45 days after certification of the election at which it was approved. 10.5.3 At the general election to be held in the year 2014, and in each 10th year thereafter, the question of a general revision of this Charter shall be submitted to the electors of the County. If a majority of the electors voting on the question decide in favor of a charter commission being elected in accordance with state law for such purpose, the provisions of state law shall govern to create a Charter Commission to prepare and present an amended or new county charter to the electors. 21 Approved by the Macomb County Charter Commission on June 17, 2009, 26 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 10.6 Effect of Removal, Resignation, or Retirement 10.6.1 A person who has been removed from office pursuant to this Charter or state law, or who has resigned from office after a petition for recall has been filed with the County Clerk, or in anticipation of disciplinary action, or after a complaint or investigation has been received or undertaken by the Ethics Board, is not eligible to be elected or appointed to any County office for 2 years after such removal or resignation. 10.6.2 No full-time employee who has retired from County service shall be re- employed in the same capacity, whether by contract or otherwise, within 1 year after the person's retirement benefit commences, unless: (a) An applicable collective bargaining agreement specifically allows for such return; (b) The individual returns pursuant to a deferred retirement option program contract; or (c) The Executive recommends and the Commission approves the re-employment. Section 10.7 Public Defender The creation of an office of Public Defender is authorized. Section 10.5 Additional Functions or Services The County may perform any function or service, and establish or maintain any facilities, not prohibited by law which are necessary or beneficial to the public health, safety, and general welfare of the County. However, powers granted solely by this Charter may not be exercised by the County in a local unit of government which is exercising a similar power without the consent of the local legislative body. Section 10.9 Economic Development The County may create and implement economic development programs, including: (1) the provision of grants for capital development, job creation, and the retention of jobs and capital; (2) the granting of tax abatements; (3) the provision of other incentives for private development; and (4) the exercise of any other power provided by law. The County Executive shall administer economic development programs, in coordination with the Director of Planning and Economic Development, pursuant to an ordinance adopted by the Commission or as provided by law. Section 10.10 Oath of Office The Countywide Elected Officials and Commissioners shall take and subscribe to the oath as provided in Section 1 of Article 11 of the Constitution before entering upon the duties of office. 22 Approved by the Macomb County Charter Commission on June 17, 2009. 27 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 10.11 Compensation 10.11.1 The Commission shall establish the compensation of Countywide Elected Officials and Commissioners by ordinance. An increase in compensation for a Countywide Elected Official or Commissioner is not effective until the commencement of a new term and the ordinance shall be adopted before the next candidate filing deadline for the office. 10.11.2 The Commission shall not utilize any means or mechanism, whether available under state law or otherwise, which would result in a compensation adjustment or recommendation for Countywide Elected Officials or Commissioners that would become effective without adoption by the Commission. Section 10.12 Removal from Office in addition to other removal processes provided by law, a Public Servant or contracted employee of the County not subject to a collective bargaining agreement or civil service may be removed from office or employment by the following process: (a) The Ethics Board has the authority to recommend removal for criminal or corrupt conduct arising out of or occurring in the course of the conduct of the Public Servant. If the Ethics Board finds by a preponderance of the evidence that a Public Servant or contracted employee of the County has committed criminal or corrupt conduct arising out of or related to the conduct of the person's office or position, the Ethics Board shall refer the matter to the Commission, or other appropriate official or agency, for removal from office or employment. A Majority of the Ethics Board shall be necessary to adopt a recommendation for removal. (b) Every recommendation for removal that is received from the Ethics Board shall be deliberated and decided by the Commission. The Commissioners shall truly and impartially try and determine the recommendation for removal according to the evidence. A resolution for removal from office or employment shall be approved by a roll call vote of 213 of the Commissioners serving. (c) The Commission shall provide by ordinance for the process that will govern consideration of recommendations for removal made by the Ethics Board in accordance with this section. The standard for removal shall be, at a minimum, a preponderance of the evidence. Such process shall be modeled, to the extent practical, after the impeachment process set forth by law for removal of civil officers. The ordinance may allow for the adoption of rules and regulations to be followed by the Commission when conducting a hearing on a recommendation for removal. Section 10.13 Veterans' Affairs The Department of Veterans' Affairs existing at the time this Charter becomes effective shall continue and be exempt from reorganization in an Organization Plan subject to law and to the extent of available millage funding for veterans' affairs. 23 Approved by the Macomb County Charter Commission on June 17, 2009. 28 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 10.14 Community Mental Health The Community Mental Health Agency existing at the time this Charter becomes effective, including its administration of substance abuse services, shall continue and be exempt from reorganization in an Organization Plan subject to law and to the extent of state and federal funding for community mental health. ARTICLE XI TRANSITIONAL PROVISIONS Section 11.1 Ordinances Continued Ordinances, resolutions, rules, and regulations in force when this Charter takes effect shall remain effective unless changed by this Charter or an ordinance or resolution adopted under this Charter. Section 11.2 Laws Continued The general statutes and local acts of this State regarding counties and Countywide Elected Officials and Commissioners shall continue in effect except to the extent that this Charter provides otherwise. Section 11.3 Succession of County Rights The County, as created and structured under this Charter, succeeds to and is vested with the property, real and personal, money, rights, credits, and effects, and the records, files, books, and papers belonging to the County as it formerly existed. Neither the rights nor the liabilities existing when it becomes a Home Rule County, nor a suit or prosecution of any kind commenced before, and continuing at the time it becomes a Home Rule County is, in any manner, affected by the change, but is to continue, stand, or progress as if the change had not been made. The debts and liabilities of the County, the authorized tax rates approved by the voters, and taxes and assessments levied and uncollected at the time of the change remain effective until they expire, are discharged, or collected the same as if the change to home rule had not been made. Section 11.4 Continuity of Government Except as provided in this Charter, all existing County offices, boards, commissions, and departments existing on the date this Charter becomes effective shall continue and perform their duties unless reorganized or discontinued by an Organization Plan. Committees of the Commission established before the effective date of this Charter shall cease to exist but new committees may be created by the Commission. 24 Approved by the Macomb County Chatter Commission on June 17, 2009. 29 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 11.5 Road Commission of Macomb County 11.5.1 Subject to subsection 11.5.2, the Road Commission of Macomb County, consisting of 3 members, 1 of whom shall be a resident of a township within the County, is created pursuant to this Charter as required by law. The (toad Commission of Macomb County existing prior to the effective date of this Charter shall continue and becomes the home rule Road Commission of Macomb County created by this section unless reorganized as permitted or required by law. All applicable requirements of the Michigan Constitution and state law shall continue to govern the Road Commission of Macomb County. This Charter shall not be construed in derogation of the powers and duties of the Road Commission of Macomb County in the exercise of its statutory duties. 11.5.2 If the voters of the County, pursuant to law, approve the reorganization of the board of county road commissioners, the Road Commission of Macomb County existing prior to the effective date of this Charter shall cease to exist and all duties and functions of the Road Commission of Macomb County shall be assumed by a Department of Roads, which shall be subject to an Organization Plan with its core functions remaining intact. Section 11.6 Continuation of Previously Approved Tax Authorizations All tax authorizations in effect at the effective date of this Charter shall remain in effect at the levels and for the years so authorized. Authorized taxes as approved by the electorate shall not be increased or decreased by the enactment of this Charter. Section 11.7 Salaries and Benefits on Effective Date of Charter 11.7.1 The initial compensation for the first Executive who takes office when this Charter becomes effective shall be 8 times the minimum salary authorized for the lowest paid full-time County Employee on the date the Charter becomes effective, The Commission shall determine the compensation of the initial Executive for the remainder of the term of office by ordinance within 60 days of the effective date of this Charter. 11.7.2 The initial benefits for the first Executive who takes office when this Charter becomes effective shall be the same as those provided to the other Countywide Elected Officials. 11.7.3 The salaries and benefits for the first Countywide Elected Officials provided for in Article VI who are already serving when this Charter becomes effective shall be continued until modified as permitted by this Charter or by law. 11.7.4 The Organization Plan shall include the initial compensation for the directors of the departments established in Article VII and any other departments included in the Organization Plan. The compensation for all Appointees and Employees of the County at the effective date of this Charter shall be continued until modified as permitted by this Charter or law. 25 Approved by the Macomb County Charter Commission on June 17, 2009. 30 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. Section 11.8 Initial Organization The Executive shall have up to 180 days to submit to the Commission the first Organization Plan required by this Charter. Section 11.9 Transitional Apportionment 11.9.1 The existing County Apportionment Commission shall provide the apportionment plan as provided by law for the initial election of Commissioners under this Charter in the 2010 primary and general elections. 11.9.2 This section is effective upon adoption of this Charter. Section 11.10 Effective Date This Charter takes effect on January 1, 2011. ARTICLE XII MISCELLANEOUS PROVISIONS Section 12,1 Public Meetings Meetings of the Commission and all other County boards, commissions, and committees shall be public as provided by law. Section 12.2 Freedom of Information County records are public to the extent provided by law. Section 12.3 Severability If any provision of this Charter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the Charter. 26 Approved by the Macomb County Charter Commission on June 17, 2009. 31 Approved by Michigan Governor Jennifer M. Granholm on July 21, 2009. AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND Forsyth Township This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Forsyth Township ("Public Body") 186 West Flint Street, Gwinn, MI 49841. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT'. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. I.I. Anreement 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. Counix 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. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 1.5. Dav means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Rod means the Forsyth Township which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Body EmRjQyec means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contac # mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual 1,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. 19.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage a public web presence using standard County technologies and platforms, template - based solutions, semi -custom website designs, content management, and/or support services. 1.9.6. Data Center Use & Services means providing space for Public Body's equipment in County's Data Center and access to electrical power and backup power. Page 2of12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 19.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GTS). 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: Online Payments X Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Web Publishing Suite Exhibit V I: Remedial Support Services Exhibit VII: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT M -R 17-263 912812017 Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service Exhibit X: CLEMI.S Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. C.'OUNTV RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to 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. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. Page 4of12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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 (HIl'AA) 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. 2.8 2.9. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://se.oakgov.com 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. 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. 3.1. Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEM.IS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2417 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 I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. 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. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4. 1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I,T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7of12 I.T. SERVICES - INTERLOCAL AGREEMENT MR I7-263 9/28/2017 identifying, producing or testifying regarding such data or information. County may waive this requirement in its sole discretion, 5.3. County shall provide Public Body with a detailed invoice/explanation of County's costs for I.T. Services provided herein and/or a statement describing any amounts owed to County. Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6, Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the LT, Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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. DISCLAIMER OR W"HANTIES. 8.1. The I.T. Services are provided on an "as is" and "as available" basis. County expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 8.2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements; (ii) the I.T. Services will be uninterrupted, timely, secure or error -free; nor (iii) the results that may be obtained by the 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 . 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR ] 7-263 9/28/2017 County's Director of Information Technology and Public Body's Agreement Administrator for possible resolution. County's Director of Information Technology and Public Body's Agreement Administrator may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 11. TERMINATION OR CANCELLATION OF AGREEMENT. 11.1. Either Party may terminate or cancel this entire Agreement or any one of the 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 OFSERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOYEE -EMPLOYER RELATIONSHI,P._. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 18. PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms of and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms in the Exhibits or other documents that comprise this Agreement. 19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 20. FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICEIz. 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: Lynn Rodgers, 186 West Flint Street, Gwinn, MI 49841. 21.3. Either Party may change the individual to whom Notice is sent and/or the trailing address by notifying the other Party in writing of the change. 22. rOVERNING LAW/CONSENT TO IURIS ICTION 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. -51 W -11L4 11114 Do_1L \ 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. Page i l of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 23.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Michelle Borrett hereby acknowledges that he/she has been authorized by a resolution of the Forsyth Township, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: Michelle Borrett Clerk WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: WITNESSED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners DATE: Oakland County Board of Commissioners County of Oakland MR 17-263 9/28/2017 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 I.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. Page 1 of 4 LT. SERVICES AGREEMENT-EXffM1T I MR 17-263 9/28/2017 ONLINE PAYMENTS EXHIBIT I SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) 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 I.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 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 48-858-8812 Service Center Email Address servicecenter oak ov.com Service Center Website ihttps://sc.oalcgov.com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2of4 I.T, SERVICES AGREEMENT -EXHIBIT I MR 17-263 9/28/2017 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 l 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 501% 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 Page 3 of 4 LT, SERVICES AGREEMENT -EXHIBIT I MR [ 7-263 9/28/2017 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. Page 4 of 4 I.T. SERVICES AGREEMENT -EXHIBIT 1 MR 17-263 9/28/2017 EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS INTRODUCTION 1. County will provide an I.T. 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. 3. 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. 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 407121, 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. Page 1 of 4 I.T. SERVICES AGREEMENT -EXHIBIT H MR 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) 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 I.T. 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 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 48-858-8812 Service Center Email Address servicecenter oal< ov.com Service Center Website ilittps://sc.oalcgov.com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 I.T. SERVICES AGREEMENT -EXHIBIT II NCR 17-263 9/28/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT It 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 Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT ll MR 17-263 9/28/2017 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. Page 4 of 4 I.T. SERVICES AGREEMENT -EXHIBIT II W 17-263 9/28/2017 Resolution #19087 April 18, 2019 Moved by Gingell seconded by Markham the resolutions on the Consent Agenda be adopted with accompanying reports being accepted. AYES: Hoffman, Jackson, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Middleton, Miller, Nelson, Powell, Quarles, Spisz, Taub, Weipert, Woodward, Zack, Gershenson, Gingell. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted with accompanying reports being accepted. 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 April 18, 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 Circuit Court at Pontiac, Michigan this 181h day of April, 2019. Lisa Brown, Oakland County