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HomeMy WebLinkAboutResolutions - 2021.02.18 - 34164MISCELLANEOUS RESOLUTION #21046, February 18, 2021 BY; Commissioner Gwen Markham, Chairperson, Finance Committee IN RE: INFORMATION TECHNOLOGY — COMPREHENSIVE I.T. SERVICES INTERLOCAL AGREEMENTS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the State of Michigan has encouraged governmental entities to share services with each other for efficiency and cost savings; and WHEREAS the Oakland County Department of Information Technology has developed numerous applications to more efficiently conduct governmental operations and is sharing certain applications with other governmental bodies to improve government efficiency and as a means of cost recovery; and WHEREAS the Board of Commissioners, pursuant to Miscellaneous Resolution #12153, approved the Department of Information Technology's Comprehensive Information Technology Services Agreement enabling the Department to make additional technology services available to public bodies; and WHEREAS the Agreement enables the County to provide up to fifteen I.T. Services with appropriate fees, when applicable; and WHEREAS the following entities have requested services as listed below; and Online Over the Agency New / In / Out Payment Counter OAKNET Internet CLEMIS Name Renew Countv 1 II Vlll IX X City of Chelsea R Out X X City of Dearborn Heights R Out X X X Township of Dryden R Out X City of Eastpointe R Out X X City of Grosse Pointe R Out X X X City of Lapeer R Out X County of Lenawee R Out X X X City of Marine Citv R Out X Township of Pittsfield R Out X X City of Port Huron R Out X City of St Clair R Out X City of Westland R Out X X County of Shiawassee N 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 Oakland County 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: • City of Chelsea— Exhibit VIII and X; • City of Dearborn Heights — Exhibit VIII, IX, and X; • Township of Dryden — Exhibit X; City of Eastpoint — Exhibit VIII and X; • City of Grosse Pointe — Exhibit VIII, IX, and X; City of Lapeer — Exhibit X; • County of Lenawee — Exhibit I, II and X; City of Marine City — Exhibit X; • Township of Pittsfield — Exhibit VIII and X; • City of Port Huron — Exhibit X; • City of St. Clair— Exhibit X; • City of Westland — Exhibit VIII and X; and • County of Shiawassee — Exhibit I and II. 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 authorizes its Chairperson to execute and enter into these Agreements on behalf of the County of Oakland. BE IT FURTHER RESOLVED 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. 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 Finance Committee, I move the adoption of the foregoing resolution. Commissioner Gwen Markham, District #9 Chairperson, Finance Committee FINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF CHELSEA 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 Chelsea ("Public Body") 311 S Main Street, Chelsea, MI 48118. County and Public Body may also be referred to jointly as "Parties". PURPOSE DE AGE ..MENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Bodypursuant 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 airy kind which are incurred by or asserted against Comity 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-terorisms 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 1.5. D= means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the City of Chelsea 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 tout, when acting in concert with its finding unit, to obtain I.T. Services. 1.7. Public Bodv F fi1W ee 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 tinder 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. T.T. Services means the following individual I.T. Services provided by Couuiy'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-preririse 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. 19.6. Data Center Use S Services means providing space for Public Body's eqnipment 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. L9.8. 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. CLEWS 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 ("ES111") 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). 1.9.11. Pictometry Licensed Products means the ability to rise 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 infr-astnuchre, 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 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 I: Online Payments Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: July Management System Exhibit V: Web Publishing Suite Exhibit VI: Remedial Support Services Exhibit VIE: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/29/2017 X Exhibit Vill: Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit YI: ArcGIS Online Exhibit XH: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. COITNTV„RFSPt)VSIBTT.ITFa. 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. 22.2. 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 Comity's system will include "bug" fixes, patches, and upgrades, such as sofhvare, 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 envirorunent. 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 maybe 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 nninimize 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. 1.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled back-ups 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 91'-8/2017 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 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 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 servicecenter@oakgov.com Service Center Website https://se.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County _ shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time fianre. 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 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. ' C C• tCl M 3.1. Public Body shall ilmuediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Set -vices. 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 CLENIIS Exhibit, as required by applicable statute, regulation. or administrative mle. 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 9n-8/2o17 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 nanimumn 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 antivnus 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 fimded 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 softnvare 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 E.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 oulnie or at County's hiformation 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 9/2812017 3.7.84. 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 teens 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. =big MI •► •] a 1911 of C K114MC \ 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 Cormnmissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Conunissioners 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 fiom 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. 5.1. 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 LT. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9I2812017 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 Comity'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, MI48341. 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 C.ounty'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 finds by Comity 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 fiilly pay County any amomits 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 amotmts and accumulated interest are filly 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 tinder 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 Panty 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, fees and fees associated with any misuse by its Public Body Employees of the I.T. Seiidees 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.T Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed snider 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 hnfonnation 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 Patty 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. 8.1. 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- infrineement. 81. 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. LLUUATION OF T SABI ,TTY. 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 NIR 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 CANCFI,11ATION OF,AGREEMFNT. 11.1. Either Party may terminate or cancel this entire Agreement or ally one of the I.T. Services described ni 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. 113, The effective date of termination and/or cancellation shalt 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 constiirrte a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by Iaw 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 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. DF,IXGATION OR ASSIGNMENT. Neither Pare shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14, NO FMPI.OYEF-EMPI,OYFR RF,i,ATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY RENEFICiARMS. 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 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 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. SEVERABHJTY. 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 fill] force. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 18. PRECEDENCE'. OF Ty()CT , In the event of a conflict between the terns 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. CAPTION5. 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 munbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any rise of the singular or plural, ally 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. F01jC F MAJEUTjL. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance bereurnder 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, file, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 21.1. If Notice is sent to Comity, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING i.AVV/CONSENT TOJURISDICTION AND VFN JE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23. ENTIRE AGREEMENT, 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Set vices, this Agreement supersedes all other oral or written agreements between the Parties. Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT AIR 17-263 9/28/2017 232. 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, John Hanifan hereby acknowledges that he/she has been authorized by a resolution of the City of Chelsea, 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: John Hanifan City Manager WITNESSED: DATE: AGREEMENT ADN41MSTRATOR: 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT VIII I.T. SERVICES AGREEMENT OakNet Connectivity INTRODUCTION COUNTY RESPONSIBILITIES 1. County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County's network (OakNet) at Public Body's facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body, 2. County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 3. County shall provide a single port by which Public Body may connect its internal network to OaWet 4. County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 5. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County's connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Set -vice. PUBLIC BODY RESPONSIBILITIES. 1. Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2. Public Body shall promptly provide Comity staff and authorized third patty with physical access to County equipment for emergency service and scheduled maintenance. 3. Public Body shall not mount any equipment in the County's equipment cabinet. 4. Public Body shall be responsible for configuring and maintaining Public Body's internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 5. Public Body shall configure Public Body workstations and other equipment to operateproperly on the internal network, including assignment/configuration of the local IP addresses, Network Page 1 of 2 I.T. SERVICES AGREEMENT -EDIT VIII IVIR 17-034 02/15/2017 OakNet Connectivity Exhibit VHI Address Translation (NAT), or Domain Name Services (DNS) and as required to access this F.T. Service. 6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services 3. Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 9. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 1,7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County's connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County, LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this LT. Service. This license cannot be provided to any other party without County's consent in writing. Page 2 of 2 I.T. SERVICES AGREEMENT-EXMrr VIII MR 17-034 021152017 EXHIBIT X I.T. SERVICES AGREEMENT CLEARS INTRODUCTION. The Courts and Law Enforcement Management Information System (k novm as "CLENIIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. L L CLENIIS is the Court and Law Enforcement Management hnfolmation System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEWS Advisory Committee. 1.1 CLEMIS Advisory Committee (formerly Icnown as the CLEMIS Advisory or Policv haaM is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Applications are the specific sofhvare applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Set -vices under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLENIIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8- CLEINIIS Website is the portion of the County's Website dedicated to CLEMIS located at www.oakaov.com/cicinis or www.clemis.ora. Page 1 of 9 I.T. SERVICES AGREEMENT-EXMIT X Approved by CLEMIS Strategic Plwnnig Conmittee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLENIIS L9. Criminal Justice Information Services ("CJIS") Security Policv is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CH") as defined in the CJIS Security Policy. 1.10. Fire Records Manaeement Svstem ("FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES, 2.1. Provision of CLEMIS Aunlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to tune. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body The operational descriptions of the CLENIIS Applications and services are set forth on the CLEMIS Website. 2.2. Comuliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CHS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit VIII. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide comlectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Manaeement Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CHS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comuliance with Laws, Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CHS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3 A. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLENIIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Pluming Committee 07/0912015 Approved by CLEWS Advisory Committee-7/145/2015 An217-034 02/15/2017 EXMIT X I.T. SERVICES AGREENIENT CLENIIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5, SecuritvBackeround Checks. Public Body shall provide for and pay for secnrity(background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rile, and regulation. 3.6. Data Entry. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownership. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body, 3.8. Data Accuracy. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately colTect erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to nninilnize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/Exnunement/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10, Access to Public Body Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Equinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division, 3.12. Chanees or Alternations to Public Body Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/counectivity, e.g., fiber, wieless connections, ISDN Lines, TI Lines, etc., used to access CLEMIS. 3.13. E-Mail Address. Public Body shall create and monitor a generic CLEARS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Counnittee 07/08/2015 Approved by CLEMIS Advisory Cornnrittee-7/16/2015 MR 17-034 02/15l2017 EXMIT X Y.T. SERVICES AGREEMENT CLEWS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Reauest by Public Body for Public Body Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Reauest/Court Orders to County for Public Body Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOLA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOM request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOLA request or court order. 4.3. Continuous Access to Public Body Data by Third Parties. 4.3,1. In Addendum A. Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified -in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third parry's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third parry's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Body Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed hi Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash%UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Body Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reitaburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Connnittee 07/09/2015 Approved by CLEMIS Advisory Cottnnittee-7/16/2015 MR r7-034 02/15/2017 WC tt . I.T. SERVICES AGREEMENT CLEARS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health Information. If the data, to be provided to a thud party, is Protected Health Information" or "PHT' (defined in 45 CFR 160,103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HTTECH Amendment"), then Coui tyand Public Body shall execute a Business Associate Agreement. 4.7. County not Responsible for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests Comity to provide access to Public Body's data to a thud parry, County shall not be responsible for any actions of the thud party and the third party's use of Public Body's data. 5. FINANCIAL RESPONSIBILITIES—CLEMIS FEE 5.1. Pavment of CLEARS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shalt invoice Public Body on a quarterly basis for the CLENIIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the tune period stated in the Agreement. 5.2. Establishment of CLEMIS Fee.- The CLEMIS Division upon the recormuendation and counsel of the CLEMIS Advisory Connnittee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEARS Fee. The CLEMIS Division and the CLEMIS Advisory Committee sball annually review the CLEMIS FEE. 5.4. CLEARS and FRMS Funds. County has established and shall continue to have separate enterprise fiords within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund'). 5.5. Deposit of CLEARS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEAffS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Rind and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Find for the next fiscal year. Surphis/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEARS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT-EXMIr X Approved by CLEMIS Strategic Pluming Conmlittee 07/08/2015 Approved by CLEMIS Advisory Cormmttee-7/16/2015 MR 17.034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEWS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Operational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COUNTY/PUBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYNIENT APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application'), then the following terms and conditions apply: 6. L Placement of URL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic _communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Reeardine Pavment of Tickets/Citations/Parkine Tickets and Purchase of Crash/Accident Reports. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.5. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPaI Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party, 6.5. Enhanced Access Fee. Persons or -entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT-EXED BrP X Approved by CLEMIS Strategic Planning Conmuttee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Anplication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Cotut will be directed to the depository account designated and/or owned by Public Body/Count. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Application. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Aoolication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the -Enhanced -Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Reports, Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.1 L Obligations and Responsibilities if Public Bodv is a Court. 6,11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6,11.2. Contract for Credit Card Processing., If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT-EXIIIBIT X Approved by CLENTIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Coinlniftee-7116/2015 MR 17-03.4 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Seuarate Deuository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Composition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS AdAsory Committee Officers. Every July, the CLEMIS Advisory Commmittee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee —Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLENIIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of tine CLEMIS Division, e.g., train the trainer, classroom trailing, or on- Iine/remote training. If the training classes are held at County facilities or held in an on- linehemote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT-EXMrl' X Approved by CLEMIS Strategic Pluming Committee 07/08/2015 Approved by CLENUS Advisory Committee-7/16/2015 MR 17-034 02/1512017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the gaining classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of gaining classes. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications, The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLENIIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment, 10. OBLIGATIONS & RESPONSIBITIES UPON TERMINATION/CANCELLATION. 10.1. Use of CLEMIS & CLEMIS Applications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLENIIS and CLEMIS Applications. 10.1 Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data noon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data fi-om CLEMIS and any disaster recovery sites. If County incurs any costs -in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLENIIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the tine period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT-EXMIT X Approved by CLEWS Strategic Planning Committee 07/08/2015 Approved by CLEWS Advisory Cormirittee-7/1612015 MR 17-034 02/15/2017 1. CLEMIS CATEGORIES I TIERS Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each categoryltier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). ® Tier, 1 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 2 0 16 or more FTE's 0 6 —15 FTE's 0 1— 5 FTE's ® Tier 2.5 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 3 0 16 or more FTE's 6 —15 FTE's �✓ 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded ® Tier 8 (eCLEMIS) 0 19 or more FTE's 0 6 —18 FTE's 0 1 — 5 FTE's ® Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center ® Tier 8 Jail Management (outside Oakland County) Federal Departments. Offices or Agencies Inouiry Onlv in the State of Michigan (does not contribute any data) ® District Court in Oakland Countv (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® District Court outside Oakland Countv 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County- does not contribute any data) ® Prosecutor Office (outside Oakland County, does not contribute any data) ElFIRMS Particicant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 II. ADDITIONAL CLEMIS APPLICATIONS Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mol2ile Data Computers t"MDC"1 WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless QLivescan WITH printer WITHOUT printer Mugshot Capture Station and Investigative 0 Investigative Only ® Jail Management CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County ® OakVideo (CLEMIS Member located outside Oakland County) OCrime Manvina Application Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor - Phone: (563) 387- 4833 Email: brende.taylor@centralsquare.com Pawn ADolication Fire Records Management Svstem In Oakland Countv 0 Phase 1 0 Phase 11 Fire Records Management Svstem Outside Oakland Countv Police. Fire and/or Public Safetv Denartment Data Extract 0 In Oakland County Vendor name: Address: Contact: Email: Outside Oakland County Phone: Page 12 Approved by SP Committee 07-o8-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-1S nCRASH Report Pavment Amount: $ 5.00 ® Enhanced Access Fee Disbursement Instructions 0 Disbursement when Requested � Disbursement Quarterly Make Check Payable to: City Of Chelsea ® OPT -OUT of Exhibit V (OakNet Connectivitvj OakNet connectivity is not needed COUNTY: CLEMIS Division Manager Date PUBLIC BODY: Title/Name: Signature: (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BCC 8-13-15 AGREEMENT FOR LT. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF DEARBORN HEIGHTS 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 Dearborn Heights ('Public Body") 25637 Michigan Ave, Dearborn Heights, MI 48125. County and Public Body may also be referred to jointly as 'Parties". PURPOSE OF AGREEMENT, County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("LT. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any othermutually 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. Counmeans Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board ofCommissioners, 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 I.T. SERVICES - INTERLOCAL AGREEMENT 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. Public Rodv means the City of Dearborn Heights 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 Rodv FulDlovee 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 anyreason, 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'sDepartment 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 debitcard that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or managea 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 atPublic Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14._ Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9,15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County`s Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit II: 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 VII: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17.263 9/28/2017 X Exhibit VIIL Oaknet Connectivity- X Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIIL 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 9/29/2017 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 lawsand industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to complywith the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed on the County's website. County will provide notice when it becomes aware of changes to the terms and conditions of these agreements. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Public Body shall immediately notify County of any unauthorized use of the I.T. Services and any breach of security of the I.T. Services. Public Body shall cooperate with County in all investigations involving the potential misuse of County's computer system or data. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications, Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 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 accessingthe 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 othersuitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging aService 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 Centerand providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to PublicBody'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. DIJRATION 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 specifiedbelow. 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. PAVMF,NTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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. 6A. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis 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 Parry, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 8. DISCLAIMER OR WAR1I_1N IE . 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 notlimited 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. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10, DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submittedto 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 ofthis 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 mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DFLF,GATION 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-EMPLOVF.R RELATIONSMP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BFNF,FICIARMS. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor 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 theAgreement 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 arenot 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 MAJEITRF,. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst class or certified U.S. mail. 21.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING 1,AW/CONSENT TO MTRISDICTION 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 forthe 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, Daniel Paletko hereby acknowledges that he/she has been authorized by a resolution of the City of Dearborn Heights, 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: Daniel Paletko Mayor 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT VIII I.T. SERVICES AGREEMENT OakNet Connectivity INTRODUCTION COUNTY RESPONSIBILITIES 1. County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County's network (OakNet) at Public Body's facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 2. County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 3. County shall provide a single port by which Public Body may connect its internal network to OakNet 4. County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 5. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County's connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. PUBLIC BODY RESPONSIBILITIES. 1. Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2. Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 3. Public Body shall not mount any equipment in the County's equipment cabinet. 4, Public Body shall be responsible for configuring and maintaining Public Body's internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 5. Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the local IP addresses, Network Page 1 of 2 I.T. SERVICES AGREEMENT -EXHIBIT VIII MR 17.034 02/15/2017 OakNet Connectivity Exhibit VIII Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services 8. Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third parry authorized by County. 9. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County's connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page I of 1 I.T. SERVICES AGREEMENT -EXHIBIT NM 17-034 02/15/2017 EXHIBIT IX I.T. SERVICES AGREEMENT Internet Service INTRODUCTION 1. County shall provide an I.T. Service enabling Public Body to access Internet service from its facilities and workstations via County's Internet Service Provider (ISP). County has sole control over the selection and retention of the ISP. 2. County may, in its sole discretion, block any device or network traffic from or to Public Body that has the potential to interfere with the County's ability to provide access to internet service, any other I.T. Services or County services of any type. County will advise Public Body Points of Contact of changes to ISPs, decisions to block any device or network traffic or other changes that could impact Public Body's daily operations. 3. County shall only provide outbound access to the Internet, and shall not be obligated to provide any access for Internet devices to Public Body devices or services directly. County shall not provide an Internet routable address to the Public Bodyfor incoming Internet traffic. 4. Public Body shall abide by the Acceptable Use Policy (AUP) of the County's Internet Service Provider (ISP) or ISP's and all changes made to the AUP(s) by the ISP(s) used during the term of the Agreement. County will provide the URL to the applicable AUP. Public Body, through its points of contact will review the AUP and oversee compliance with the policy among Public Body employees and agents. 5. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE AND SUPPORT COSTS County will provide access to Internet Service via its Internet Service provider without fee or cost. If County determines that, in order to maintain access to Internet Service for Public Body, it must charge a fee, County will promptly notify Public Body. LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page 1 of 1 I,T. SERVICES AGREEMENT -EXHIBIT MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPolicv Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Applications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLF,MIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee, L5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CI.F,IVITS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLF.MTS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS WebsiLe is the portion of the County's website dedicated to CLEMIS located at, www.oalcuov.com/clemis or www.clemis.ore. Page 1 of 9 T.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal Justice Information Services ("CJIS") Security Policy is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines; and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS"'I is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISIONRESPONSIBILITIES. 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of F.xhihit VIiI. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies; Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Securitv/Rackuround Checks, Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv., Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/FXnnn¢ment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Rodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/F,ouinment. The hardware/equipment needed to access and use CLEMIS shall he purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Chances or Alternations to Public Rodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, T1 Lines, etc., usedto access CLEMIS. 3.13. F,-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Reouest by Public Bodv for Public Bodv Data. Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Request/Court Orders to Countv for Public Bodv Data., County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third parry's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Bodv Data to Third Parties. County will not provide data to a third parry, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsihle for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCTAL RF.SPONSTBH.ITIES—CLEMIS FEE 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Estahlishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COUNTY/PUBLIC BODY RESPONSIBILITIES FOR CLF.MTS CITATION PAYMENT APPLICATION AND CLEMTS CRASH PURCHASE, APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of URL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Revardinv Pavment of Tickets/Citations[ParkinE Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT-EXI ]MIT X Approved by CLEMIS Strategic Planning Committee 07/09/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Anplication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (4) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Reports Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Oblieations and Responsibilities if Public Bodv is a Court. 6.11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Corot can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing. If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLENDS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Separate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLFMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEWS Advisory Committee Meetinas. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisory Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEWS Advisory Committee —Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SER VICF,S County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBLIGATIONS & RESPONSIBITIF,S UPON TERMINATION/CANCELLATION, 10.1. Use of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Ifnon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on apro-rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT-EXHMIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). nTrer 1 0 16 or more FTE's 0 6 -15 FTE's 0 1- 5 FTE's R Trer 2 16 or more FTE's Tier 2.5 0 6 -15 FTE's 0 1 - 5 FTE's 0 16 or more FTE's 6 -15 FTE's O 1 - 5 FTE's Dal 0 16 or more FTE's U 6 -15 FTE's 0 1 - 5 FTE's Tier4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 0 19 or more FTE's n 6 -18 FTE's n 1 - 5 FTE's Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center ElTier 8 Jail Management (outside Oakland County) Federal Departments. Offices or Agencies InOUIry Only in the State of Nlichi= (does not contribute any data) District Court in Oakland Count v (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 11 pj, trict Court outside Oakland Countv QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 Circuit Court (outside Oakland County -does not contribute any data) ElProsecutor Office (outside Oakland County, does not contribute any data) 11 FRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Fv Mobile Data Computers I"MDC"1 WITH County provided wirelessJ WITHOUT County provided wireless O CAD Only WITHOUT County provided wireless ❑Llyegcap ) WITH printer WITHOUT printer ❑ Mugshat () Capture Station and Investigative 0Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County ElVideo (CLEMIS Member located outside Oakland County) Crime Mapping Application Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor _ Phone: (563) 387- 4833 Ema'll brenda.tavlor(a)centralsquare.com ElFire Records Management Svsfem In Oakland County 0 Phase 1 Q Phase II EdFire Records Management System Outside Oakland County Police. Fire andfor Public Safety Department Data Extract 0 In Oakland County Outside Oakland County Vendor nam- Emerqencv Reportinq Address: 2200 Rimland Drive, Suite 305, Bellingham, WA 98226 Contact: Josh Bradley Phone: (360) 647-6003 x133 Email: Josh.bradley@emergencyreporting.com Page 12 Approved by SP Committee 07-08-15 Approved by CLEM IS Advisory Committee 07-16-15 Approved by BOC 8-13-15 0 In Oakland County Outside Oakland County Vendor name: ImageTrend Address: 20855 Kensington Blvd, Lakeville, MN 55044 Contact: Michael J. McBrady Phone: (952) 469-1589 Email mmcbradve.imacietrend.com 0 In Oakland County Outside Oakland County Vendor name: BrYX Address:120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas _ Phone: (586) 765-4230 Email. dave@brvx.com CRASH Renort Payment Amount: $5.00 5/1 Enhanced Access_ Fee Disbursement Instructions 0 Disbursement when Requested p Disbursement Quarterly Make Check Payable to: City of Dearborn Heights OPT -OUT of Exhibit V (OakNet Connectivity) OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Body) Date Page 1 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 80C 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND TOWNSHIP OF DRYDEN This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Township of Dryden ("Public Body") 4849 Dryden Road, Dryden, MI 48428. 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. L L 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. Con 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. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Rodv means the Township of Dryden 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 U. Services. 1.7. Public Rodv Emnlovee 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 anyreason, 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'sDepartment of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4, Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or managea 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 atPublic 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, analyties, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added ata later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit II: 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 AGREEMENT MR 17.263 9/28/2017 Exhibit VIIL• Oaknet Connectivity Exhibit IX: Internet Service X 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 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 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 servieecenter@oakgov.com Service Center Website https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed on the County's website. County will provide notice when it becomes aware of changes to the terms and conditions of these agreements. 3. PUBUC BODY RESPONSIBMITIES. 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 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. 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 accessingthe I.T. Services and to assign users of the T.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 othersuitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging aService 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 PublieBody's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAI, 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 specifiedbelow. 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 bylaw. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 suchamounts. 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. ASSURANC:E$. 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 Parry 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. 6A. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis 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 -parry. 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. 9.1. 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 notlimited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 9.2. 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. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10, DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submittedto Page 9 of 12 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 ofthis 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 mayterminate 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 theExhibits. 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. 91JSPF,NSION OF SERVICES, County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section] 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR AS111CY 1�f:NT. 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-FMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. DLO IMPLIED WAIVF,R. 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. SF,VF.RARILITY. 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 fromthis 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 theAgreement 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 arenot 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 MA.TEURF,. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S, mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst class or certified U.S. mail. 21.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. if Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVF,RNTNC, LAW/CONSENT TO .TURTSDfCT1ON AND VFNTT. 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 forthe 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. F,NTTRE 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, Tina Papineau hereby acknowledges that he/she has been authorized by a resolution of the Township of Dryden, 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: Tina Papineau Township Supervisor 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPolicv, Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Aunlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEATS Consortium, is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLFMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMTS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CT.F,MIS Website is the portion of the County's website dedicated to CLEMIS located at www.oakeov.com/clemis or www.clemis.orQ. Page I of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal Justice Information Services ("CJIS") Security Policv is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJP') as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS"li is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RF,SPONSIBII.ITIF.S. 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3, No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PIJBLIC BODV RESPONSIBILITIES. 3.1. Execution of Exhibit VIH. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rues. Regulations, and Policies., Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLENTIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. SgrnritvBackground Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/EXnnngment/Redactlon. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Puhlic Bodv Facilities._ Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of HardwarelEouinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12, Changes or Alternations to Public Bodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., usedto access CLEMIS. 3.13. F Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THLRD PARTIES° 4.1. Reouest by Public Bodv for Public Bodv Data. Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Reouest/Court Orders to County for Public Bodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties., 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third parry's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by.Public Body. 4.3.3. In order to effectuate the third parry's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providinn Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providino Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Party Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAL RF,SPONSHIiLITIF.S—CLEMIS FEE, 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denocit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COIJNTV/PIJBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IJRL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Pavment of Tickets/Citations/Parkint, Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Seen rity of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards andpractices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXFIIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Payment Transaction for Payment Application. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Payment Application. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Application, The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09192 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report, Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Reuorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Oblivations and Resnonsibilities if Public Body is a Court., 6.111. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing; If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEWS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXMBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Senarate Denository Hank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. LLEMIS ADVISORY COIVIMTI'TEF. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetinvs. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CUMIS Advisory Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee —Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SERVICES, County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBLIGATIONS & RFSPONSIBITWS IJPONTF,RMINATION/CANCELLATION. 0.1. Use of CLEMIS & CLEMIS Anolications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10A. Oblioation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on apro-rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 0 16 or more FTE's 0 6 —15 FTE's 0 1— 5 FTE's 0 16 or more FTE's Tier 2.5 0 6 —15 FTE's 0 1 — 5 FTE's I_Q 16 or more FTE's 0 6 —15 FTE's 0 1— 5 FTE's 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 0 19 or more FTE's Tier 7 Public Safety Answering 0 6 —18 FTE's Point Dispatch Center 1 — 5 FTE's (PSAP)/Central Tier 8 Jail Management (outside Oakland County) Federal Deoartments. Offices or Anenries Inouim Onlv in the State of Michigan (does not contribute any data) j District Court in Oakland County (excluding 52nd District Courts) O Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. IDIMUR ..r rem Mr. • •...TI. lKnOW11 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 11 Circuit Court (outside Oakland County - does not contribute any data) Pros -utg� or Office (outside Oakland County, does not contribute any data) FRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 11 MINW-113191 k I LOR..1 li I KF-11=11111 •, Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Computers t"M 0 WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑ 0 WITH printer PM v OWITHOUT printer Capture Station and Investigative 0 Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Manning Anolication Vendor name Address Contact: Email Pawn Application Fare Records Manaaernent System In Oakland County 0 Phase 0 Phase . ! u,J•! u u •. ! •,..i! !.i Phone: Police. Fire andlor Public Safety Department Data Extract 0 In Oakland County 0 Outside Oakland County Vendor name: Address: Contact: Email: Phone: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOCB-13-15 RCRASH RP.nort Pavment Amount: $ 9.00 WEnhanced Acceas Fee 120sbuL§ement Instructions 0 Disbursement when Requested )Disbursement Quarterly Make Check Payable to: Township of Dryden OPT_QUT of Fxhihif V (OakNet Connectivitvl OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC S-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF EASTPOINTE 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 Eastpointe ('Public Body") 23200 Gratiot Ave, Eastpointe, MI 48021. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGRF.EMF.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. 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 othermutually 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. CounLy means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board ofCommissioners, 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. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Body means the City of Eastpointe 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 Emnlovee 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 anyreason, 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'sDepartment 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 cardthat 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). L9A. 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 managea 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 workstations. Access from the Internet to Public Body's applications, whether at County or atPublic Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit II: 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 VII: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 X Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service X 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 onhardware 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'sproduction 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 9/28/2Ot7 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement, 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m, to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://se.oakgov,com 2.8. County may access, use and disclose transaction information and any content to complywith 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 L 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 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. 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided hereinor 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 accessingthe 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 shalldesignate 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 othersuitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging aservice 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 PublicBody. 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 3.7.9.5. 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 Centerand providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to PublicBody's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTF.RLOCAL 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 specifiedbelow. 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 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 theBoard Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 suchamounts. 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 rightunder 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. 6A. 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 LT. 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 underthis Agreement. 7. IJSF OF CO�'FIDF,NTIAI. 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. DISCI .AIMER nR WARRA IE . 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. LIMITATION OF LIABILITY. hi 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 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 ofthis 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 anyone of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by Iaw 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 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 FMPLOYEF.-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WA JVFR. 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. SEVF.RARILITY. 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 theAgreement 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 Parry shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 21.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Parry in writing of the change. 22. GOVERNING LAW/CONSENT TO .DJRISDICTION AND VF.NIJE. 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 forthe 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 AGRFEMENT. 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, E Ike Doom hereby acknowledges that he/she has been authorized by a resolution of the City of Eastpointe, 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: E Ike Doom City Manager 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 0£ 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT VIII I.T. SERVICES AGREEMENT OakNet Connectivity INTRODUCTION COUNTY RESPONSIBILITIES 1. County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County's network (OakNet) at Public Body's facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 2. County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 3. County shall provide a single port by which Public Body may connect its internal network to OakNet 4. County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 5. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third parry connection provider(s). If the County's connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. PUBLIC BODY RESPONSIBILITIES. 1. Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2. Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 3. Public Body shall not mount any equipment in the County's equipment cabinet. 4. Public Body shall be responsible for configuring and maintaining Public Body's internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 5. Public Body shall configure Public Body workstations and other equipment to operate properly onthe internal network, including assignment/configuration of the local IP addresses, Network Page 1 of 2 I.T. SERVICES AGREEMENT -EXHIBIT VIII MR 17-034 02/15/2017 OakNet Connectivity Exhibit VIII Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services 8. Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 9. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fiilfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County's connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page 2 of 2 I.T. SERVICES AGREEMENT -EXHIBIT V111 MR 17-034 02/I5/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisnry Committee (formerly known as the CLEMIS Advisory orPoliev. Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS ArnI ications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLF,MIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Wehsite is the portion of the County's website dedicated to CLEMIS located at, www.oak2ov.com/clemis or www.clemis.orp.. Page 1 of 9 I.T. SERVICES AGREEMENT-EXMBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal .Tustice information Services ("C.DS") Security Policv is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJP') as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS"). is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website, 2. CLEMIS DIVISION RFSPONSLBLLPfIFS, 2.1. Provision of CL.F,MIS Applications, County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit V II, Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Mananement Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Compliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CL.FMLS., Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Securitv/Background Checks, Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data F,ntrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownership. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Pat? I;Vdate/Fxnnnument/Redaetion. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Pohlic Bndv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Eouinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12, Changes or Alternations to Public Bodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., used to access CLEMIS. 3.13. E-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. C ooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Renuest by Public Bodv for Public Rodv Data. Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of information Act Renuest/Court Orders to County for Public Bodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Rndv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEWS Advisory Committee-7/I6/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Responsible for Third Party Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third parry and the third parry's use of Public Body's data. 5. FINANCIAI, RESPONSIBIIdTIFS—CLEMIS FEE 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website, The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CI,F,MIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds -,The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Prohlems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. COUNTY/PUBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of LTRL; Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards andpractices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Apnlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Application. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Application. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accidem report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts, Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsibilities if Public Bodv is a Court. 6.11 A. AccUs to Wehsite, If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing, If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT-EXMIT X Approved by CLEWS Strategic Planning Committee 07/08/2015 Approved by CLEWS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXIIIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Seenarate Denository Rank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. CLEMIS ADVISORY COMMITTEE,, 7.1. ELtablishment and Purnose of CI,RMTS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLF.MTS Advisnry Committee Meetinos; The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisnry Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CT,F.MIS Advisnry Committee —Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS W ebsite. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SERVICES; County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBI,IGATIONS & RESPONSIBITTES ITPON TERMT>\TATION/CANCELLATION. 10.1. lase of CLEMIS & CLEMIS Annlications., Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation., Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination /Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on apro-rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 pllllr ..T T 6\ \ Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). 71er 1 0 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tler 3 Q 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded N I Tier 6 (eCLEMIS) ElTier 0 7 19 or more FTE's n 6 —18 FTE's 1 — 5 FTE's Public Safety Answering Point Dispatch Center (PSAP)/Central RTier 8 Jail Management (outside Oakland County) Federal Denartments. Offices or Agencies Inauiry Onlv in the State of Michigan (does not contribute any data) District Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. District Court outside Oakland County 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) FRMS Participant (Fire Records Management System) Page i 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 _1DI I I L410: a •Z Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. nMobile Data Computers ("MDC"1 WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑Livascan 0 WITH printer WITHOUT printer Munshol ❑ � Capture Station and Investigative 0Investigative Only IN', 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OaWodeo (CLEMIS Member located outside Oakland County) R1Crime Manning Application Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (563) 387-4833 Email brenda.tavlorng.centralsquare.com Fire Records Management Svstem In Oakland County Phasel Q Phase11 I ✓ Fire Records Management SvstAm Outside Oakland Cr,mj]ly ® Police. Fire and/ or Public Safety Department Data Extract Page 1 2 QIn Oakland County Outside Oakland County Vendor namA ESO Solutions, Inc. Addr-- 11500 Alterra Parkway, Suite 100, Austin, Texas 787598 Contact: Robert Munden, General Counsel Email: Robert.munden@eso.com Phone: (866) 766-9471 ext. 1253 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 0 In Oakland County Outside Oakland County Vendor name: BrYx Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas Phone: (408) 406-2808 Email davel7abrvx.com Oto Oakland County p0utside Oakland County Vendor name: Backdraft OpCo, LLC. DBA Emergency Reporting Address: 2200 Rimland Drive, Suite 305, Bellingham, WA 98226 Contact: Anton Nikitin Phone: (202) 618-0206 Email: anton.nikitin(a)emeraencvreoortina.com 0 In Oakland County Vendor name Address Contact: Email Outside Oakland County S�T.1'iL3 RMASH R@nortPavm AAmount: _$10.00 Enhanced AcQess Eee Di b rr_ m nt In tr tion 0 Disbursement when Requested Disbursement Quarterly Make Check Payable to: City of Eastpointe OET-OUT of Exhihit V QWPt Connectivitvl, OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by ROC 8-13-15 AGREEMENT FOR Y.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF GROSSE POINTE 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 Grosse Pointe ("Public Body") 17147 Maumee, Grosse Pointe, MI 48230. County and Public Body may also be referred to jointly as "Parties". LERPOSE OF AGRET,MENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ('TT. 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. DF,FINTT.1.42 . The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/29/2017 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6, Public Bodv means the City of Grosse Pointe 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 Emolovee 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'sDepartment 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 debitcard that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or managea 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 atPublic Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit B: 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 Vll: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17.263 9/28/2017 X Exhibit VIII: Oaknet Connectivity- X Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIIL• 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 wiII 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 T.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. I. 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 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 normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://se.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed on the County's 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 Countyin all investigations involving the potential misuse of County's computer system ordata. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 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 allequipment 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 accessingthe 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 Centerand 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. DIJRATION OF INTFRLOCAL 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 specifiedbelow. 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. PAYMFNTS, 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 suchamounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene ally 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 underthis 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 lmow 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 notlimited 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 T.T. Services will be accurate orreliable. 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 LIART LITY. 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 submittedto Page 9 of 12 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 ofthis 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 mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DFLF.GATIQN nR A.SS1GNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO F,MPLOYF,F-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor 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. SEVF.RABILITY. 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 fromthis 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 MAdEI1RF,. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21, NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst class or certified U.S. mail. 21.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court forthe 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, Sheila Tomkowiak hereby acknowledges that he/she has been authorized by a resolution of the City of Grosse Pointe, 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: Sheila Tomkowiak Mayor 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/29/2017 EXHIBIT VIII T.T. SERVICES AGREEMENT OakNet Connectivity INTRODUCTION COUNTY RESPONSIBILITIES 1. County shall provide, install, and maintain the network equipment and cable necessary to deliver the T.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County's network (OakNet) at Public Body's facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 2. County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 3. County shall provide a single port by which Public Body may connect its internal network to OakNet 4. County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 5. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County's connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. PUBLIC BODY RESPONSIBILITIES. 1. Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2. Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 3. Public Body shall not mount any equipment in the County's equipment cabinet. 4. Public Body shall be responsible for configuring and maintaining Public Body's internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 5. Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the local IP addresses, Network Page 1 of 2 I.T. SERVICES AGREEMENT -EXHIBIT VIII MR 17-034 02/15/2017 OakNet Connectivity Exhibit VilI Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services 8. Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 9. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County's connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County, LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page 1 of 1 I.T. SERVICES AGREEMENT -EXHIBIT hM 17-034 02/15/2017 EXHIBIT IX I.T. SERVICES AGREEMENT Internet Service INTRODUCTION 1. County shall provide an I.T. Service enabling Public Body to access Internet service from its facilities and workstations via County's Internet Service Provider (ISP). County has sole control over the selection and retention of the ISP. 2. County may, in its sole discretion, block any device or network traffic from or to Public Body that has the potential to interfere with the County's ability to provide access to internet service, any other I.T. Services or County services of any type, County will advise Public Body Points of Contact of changes to ISPs, decisions to block any device or network traffic or other changes that could impact Public Body's daily operations. 3. County shall only provide outbound access to the Internet, and shall not be obligated to provide any access for Internet devices to Public Body devices or services directly. County shall not provide an Internet routable address to the Public Bodyfor incoming Internet traffic. 4. Public Body shall abide by the Acceptable Use Policy (AUP) of the County's Internet Service Provider (ISP) or ISP's and all changes made to the AUP(s) by the ISP(s) used during the term of the Agreement. County will provide the URL to the applicable AUP. Public Body, through its points of contact will review the AUP and oversee compliance with the policy among Public Body employees and agents. 5. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE AND SUPPORT COSTS County will provide access to Internet Service via its Internet Service provider without fee or cost. If County determines that, in order to maintain access to Internet Service for Public Body, it must charge a fee, County will promptly notify Public Body. LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page I of I I.T. SERVICES AGREEMENT -EXHIBIT M2 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION, The Courts and Law Enforcement Management information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPoliev. Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Apnlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1 A. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.9. CLEMIS Wehsitg is the portion of the County's website dedicated to CLEMIS located at. www,oakaov.com/clemis or www.clemis.ora. Page 1 of 9 I.T. SERVICES AGREEMENT-EXHTBiT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXIHBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal Justice information Services ("CJIS") Security Policy is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Taws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Fxhibit VDT. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use Oak -Net, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement., Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownership. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/Exnungment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/F,nuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Bodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., usedto access CLEMIS. 3.13. F.-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation, Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES., 4.1. Reonest by Public Bodv for Public Bodv Data. Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of information Act Reouest/Court Orders to County for Public Bodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4, Providing Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-I0 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. Counly not Resnonsihle for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAL RESPONSIBILITIES—CLEMIS FEE 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee, All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general f nd contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for morethan fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COUNTY/PUBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT. APPLICATION AND CLEMIS CRASH PURCHASE, APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of URL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its websitc; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Reports. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4, No Interference with Contracts Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Annlication., When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Application. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Aunlication. The Enhanced Access Fee charged to persons/entities purchasing crash accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort, Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts„ Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Oblinations and ResDgaLibirties if Public Rndv is a Court. 6.11.1. Access to Website, If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 NIR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4, CLEWS Advisory Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. Sl1PPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBLIGATIONS & RF,SPONSIBITIF,S UPON TERMINATION/CANCF,LLATtON. 10.1. Use of CLEMIS & CLEMIS AnnlicatinnS. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data upon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Oblivation to Pav CLEMIS Fee Unon Termination/Cancellation., Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT-EXHMITX Approved by CLEWS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 ADDENDUM A u •: Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). ® Tler 1 �✓ 0 16 or more FTE's Tier 2 Q 6 —15 FTE's 0 1 — 5 FTE's ElTier 16 or more FTE's 2.5 O 6 —15 FTE's Q 1 — 5 FTE's 0 16 or more FTE's lima 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's Q 6 —15 FTE's 0 1 — 5 FTE's Tier 4 Rescinded IkU Rescinded Sier 66 (eCLEMIS) ®0 19 or more FTE's Tier 77 Public Safety n 6 —18 FTE's 1— 5 FTE's Answering Point (PSAP)/Central Dispatch Center ® Ik 8 Jail Management (outside Oakland County) Federal Departments. Offices or contribute any data) Agencies Inguiry Only in the State of Michigan (does not District Court in Oakland County (excluding 52nd District Courts) Q Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 Circuit Court (outside Oakland County - does not contribute any data) ® Prosecutor Office (outside Oakland County, does not contribute any data) ® FRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 13008-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cast. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑� Mobile Data Computers ("MDC") WITH County provided wireless Q WITHOUT County provided wireless Q CAD Only WITHOUT County provided wireless Livescan Q WITH printer (�) WITHOUT printer ❑Muashot (�) Capture Station and Investigative 0Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County ❑ OakVideo (CLEMIS Member located outside Oakland County) u• u,rr 1e Grr .r Vendor name: Central Square -- Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (563) 387-4833 Email brenda.tavlor(aa)centralsouare.com Fire Ranords Manaaement System In Oakland County 0 Phase I () Phase II Fire Records Management System Outside Oakland County ❑ Police Fire and/or Public Safety Department Data Extract 0 In Oakland County 0 Outside Oakland County Vendor name: Address: Contact: Email: Phone: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 F,QBASH Renort Pavment Amount: $ 5.00 FEnhanced Access Fee Disbursementlnstructions 0 Disbursement when Requested (�i)Disbursement Quarterly Make Check Payable to: City of Grosse Pointe El OPT -OUT of Exhibit V (OakNet Connectivitvl OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF LAPEER 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 Lapeer ('Public Body") 576 Liberty Park, Lapeer, MI 48446. 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. 1.1. Agreement means the terms and conditions of this Agreement and any othermutually 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. Counlj 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. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the City of Lapeer 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. L7. Public Bodv Emnlovee 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 anyreason, 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. T.T. Services means the following individual I.T. Services provided by County'sDepartment 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 debitcard that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or managea 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 atPublic 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 ("ESRP') secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10, Service Center, means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit II: 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 VII: 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 X Exhibit X: CLEMIS Exhibit XI: AreGIS Online Exhibit XII: Data Sharing Exhibit XIlI: 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 T.T. Services for use onhardware 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 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 (H1PAA) and Payment Card Industry Data Security Standard (PCI DSS.) 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oalcgov.com I Service Center Website https://se.oakgov,com Il 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 policiesand 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. 3. PIJBI.IC 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 ordata. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 Exhibitts) 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 hereinor networks connected with the T.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 keepsame 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 accessingthe 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 shalldesignate 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 othersuitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging aService 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 PublicBody. 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-1NTERLOCAL AGREEMENT MIt 17-2(3 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 Centerand providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to PublicBody's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination Provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTF,RLOCAL 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 specifiedbelow. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1,the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis Agreement. 7. USE OF CONFIDENTIAL INFORMATION Y. 7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to the County or to a Public Body Employee not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body Employees shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information which can establish by legally sufficient evidence: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 72. Within five (5) business days' receipt of a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 8. DISCLAIMER OR WARRANTIES. 8.1. The I.T. Services are provided on an "as is" and "as available" basis. County expressly disclaims all warranties of any kind, whether express or implied, including, but notlimited 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. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submittedto Page 9 of 12 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 ofthis 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 mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASS Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOYEE -EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BEN F;FICiARTU. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor 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. SEVF,RABILITY. 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 fall 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 theAgreement 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 arenot 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 MA.TF JRF. 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 govermnent or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst class or certified U.S. mail. 21.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO,IURISDICTION 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 forthe 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, Dale Kerbyson hereby acknowledges that he/she has been authorized by a resolution of the City of Lapeer, 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: Dale Kerbyson City Manager 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPoliev Boardl is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlieations are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of U. Services under this Agreement. 1.4. CLENUS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEWS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at www.oakvov.com/clerks or www.clemis.ora. Page 1 of 9 T.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEM IS .... ..,... ..,„.... 1.9. Criminal Justice Information Services 111C.HS111 Securitv Poliev 's the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem t"FRMS"1 is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Annlieatinns. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comolianee with Laws. Rules. Regulations, and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES_. 3.1. Execution of Exhibit VUL Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (Oal(Net Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Taws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Plarming Committee07/09/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv, Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data UudatemXnungment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10, Access to Public Bodv Facilities., Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3,11. Provision of Hardware/Equipment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Rodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilitiesibuildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, 1SDN Lines, T1 Lines, etc., used to access CLEMIS. 3.13. E-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation, Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES.. 4.1. Reemest by Public Bodv for Public Bodv Data. Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of information Act Reanest/Court Orders to Countv for Public Bodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. C.Mtinuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data; If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Proteeted Health information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third parry's use of Public Body's data. 5. FTNANCIAT. RF,SPONSTBILTTIES—CLEMTS FF,F 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shalt establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds; County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Deposit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT-EXHIIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for morethan fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COUNTVIPURLiC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE. APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IJRL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident RegglI.L County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Application. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts, Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsibilities if Public Bodv is a Court. 6.11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing, If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc, and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Senarate DenOSltory Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Estahlishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Composition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisory Committee Officers, Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. ORLIGATIONS & RF.SPONSIBITIES ITPON TERMINATION/CANCEI.I,ATION. 10.1. Use of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data noun Termination/Cancellation.. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLFMiS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). 0 Tler 1 16 or more FTE's 0 6 —15 FTE's O 1 — 5 FTE's ®0 Ewa Tier 0.5 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's IQ 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's 0 6 —15 FTE's O 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded RTier 6 (eCLEMIS) 19 or more FTE's 0 6 —18 FTE's a 1 — 5 FTE's © Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center ® Tier 8 Jail Management (outside Oakland County) Federal Departments, Off ices or Aa n i Ina uiry Only in the State of Michigan (does not contribute any data) ® District Court in Oakland County, (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. District Court outside Oakland Cnura 10 QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) OPrnsecutor O(fIgg (outside Oakland County, does not contribute any data) ® FRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 MENEFTsTaWroM_ a •� Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. FMobile Data Comouters ("MDC"1 QWITH County provided wireless WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑Livescan 0 WITH printer Q WITHOUT printer Capture Station and Investigative 0Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVtdeo (CLEMIS Member located outside Oakland County) Vendor name Address Contact: Phone: Email Fire ..s Manaaernent System In Oakland County 0 Phase 1 0 Phase Fore Records Mananernent System Outside Oakland County ❑ Police. Fire and/or Public Safety Department Data Extract OIn Oakland County 0 Outside Oakland County Vendor name: Address: Contact: Phone: --- Email: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 MASH Renort Pavment Amount: $ 5.00 Enhanced Arress Fee Disbursement Instructions QDisbursement when Requested Q Disbursement Quarterly Make Check Payable to: City of Lapeer ❑✓ OPT-00T of Exhibit V (Oak at rnnnertivitv1. OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Body) Date Page 1 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND COUNTY OF LENAWEE This Agreement (the "Agreement') is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the County of Lenawee ("Public Body") 301 North Main, Adrian, MI 49221. 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. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such personssuccessors. 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 Bodv means the County of Lenawee 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 Emnlovee 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 Conti 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. L9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage a public web presence using standard County technologies and platforms, template - based solutions, semi -custom website designs, content management, and/or support services. 1.9.6. Data Center Use & Services means providing space for Public Body's equipment in County's Data Center and access to electrical power and backup power. 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 atPublic 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. L9.11. 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 CentLr 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 It: 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 VIL 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 X Exhibit X: CLEMIS Exhibit XI: ArcGISOnline Exhibit XII: Data Sharing Exhibit XHI: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. COUNTY RE,SPONSMILITIES, 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 T.T. Services as follows: 2.2.1. Access. County will provide secure access to LT. 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 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 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 I servicecenter@oalcgov.com Service Center Website I https://se.oak-gov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed on the County's website. County will provide notice when it becomes aware of changes to the terms and conditions of these agreements. 3. PUBLIC BODV RESPONSIBMITIES, 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 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. 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 accessingthe 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 shalldesignate 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 terns and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide L T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREFMF,NT,. 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. PAVNITNTC. 5.1, I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis 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 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 I.T. Services will be accurate or reliable. 8.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9. LIMITATION OF LIARILITV. 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 submittedto Page 9 of 12 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 information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOVEE-FMPLOVE,R RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD-P,?RTY IITNFj7f;TARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor 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. SEVERABiLITV. 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 DOCIJMENTS. In the event of a conflict between the terms of and conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms in the Exhibits or other documents that comprise this Agreement. 19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 20. FORCE. MAJEURE. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class orcertified 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, 1200North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: Marilyn Woods, 301 North Main, Adrian, MI 49221. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court forthe 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, David Stimpson hereby acknowledges that he/she has been authorized by a resolution of the County of Lenawee, 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: David Stimpson Board Chairman WITNESSED: AGREEMENT ADM INISTRATOR: (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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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 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 infonnation). 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 LT. 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 -EXHIBIT 1 MR 17.034 02/15/2017 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 Service Center Email Address Service Center Website SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. MR 17-034 02/15/2017 Page 2 of 4 248-858-8812 sery i cecenter(a)oakaov.com httns://se.oakeov.com I.T. SERVICES AGREEMENT -EXHIBIT I 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 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 dueto 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 tees 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 I MR 47.034 02/15/2017 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-ENIIIBITI MR I7-034 02/15/2017 EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS INTRODUCTION I. County will provide an LT, Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of a credit card. 2. Public Body shall respond to all questions from the general public regarding payments. 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 AGREENtENT-EMI B[T 11 MR 17-034 02/15/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT 11 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 Service Center Email Address Service Center Website SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. MR 17-034 02/15/2017 248-858-8812 servicecenter(i oakaov.com 1httns://sc. oakaov.com Page 2 of 4 I.T. SERVICES AGREEMENT-EYMB1TIf OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II SHARING OF NET ENHANCED ACCESS FEES Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments , Over The Counter Payments and/or Pay Local Taxes. For purposes of Sharing Net Enhanced Access Fees, if the Public Body that entered into this Agreement is a Court, any Net Enhanced Access Fees that can be shared will be directed to and deposited with the Court's Funding Unit or Units. The Court and its Funding Unit or Units are responsible for agreeing upon the final allocation of any fees shared under this plan. Payments will be made quarterly based on the County's fiscal year of October 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.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 - $1�50 Transactional Fees Deducted from Gross Enhanced Access Fees $3250 Net Enhanced Access Fees Retraining x50% 50% Shared Back with Public Body $1625 Fees Shared Back with Public Body Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT If MR 17-034 02/15/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT It 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 11 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEARS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions; DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPoliev Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Anplications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4, CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEATS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at www.oakeov.com/clemis or www.clemis.ort4. Page I of 9 U. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXMBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal Justice information Services ("CJfS") Security Poliev is the effective security policy approved by the C.IIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information (`CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management System P'FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Amilications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws, Rules, Regulations, and Policies, County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3, No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES, 3.1. Execution of Exhibit VIIT, Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIIT to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7116/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Securitv/Backsround Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data F,ntrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7, Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accurnev. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data ilndate/hznunument/Redaction. Public Body is solely responsible for updating, expunging, con•ecting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/ESjuipment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division, 3.12. Changes or Alternations to Public Rodv Facilit L. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, 1SDN Lines, Tl Lines, etc., usedto access CLEMIS. 3.13. F-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation, Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07108/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROS JSInN OF PTIBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES., 4.1. Reauest by Public Bodv for Public Bodv Data; Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Reanest/Court Orders to County for Public Bodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bndv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the mariner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providinn Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providinn Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health information. If the data, to be provided to a third party, is Protected Health Information" or "PHl" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ('TI TECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data., Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAL RESPONSIBILITIES—CLEMIS FFF., 5.1. Pavment of CLF,MIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3, Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5A, CLEMIS and FRMS Funds; County has established and shall continue to have separate enterprise finds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Deposit of CLEMIS Fee, All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 LT. SERVICES AGREEMENT-EXHBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLF,MLS Fee for Onerational Problems; Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (N) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COIJNTY/P1JBIJC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION, If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Plpfement of URL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Reports. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6A. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third patty. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X LT. SERVICES AGREEMENT CLENIN 6.6. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication, The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts, Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11, Oblivations and Resnonsibilities if Public Body is a Court. 6.11.1. Access to Website, If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing_ If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Seuarate DeositPry Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operationhmodifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. C.om^nosition of CIXMTS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLF,MIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisory Committee Officers. Every July, the CLEMIS Advisor), Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee —Subcommittees. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. I. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBI,IGATIONS & RFSPONSIBITIES IJPON TERMTNATIONICANCFI 1,A TION. 10.1. Use of CLEMIS & CLEMIS Anolications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data upon Term ination/Cancellation._ Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Ohlioation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 ►_1114 IIII 11 I�ar�t��a:`��K•»I�yr�t�:�� Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tler 1 0 16 or more FTE's Q 6 —15 FTE's 0 1 — 5 FTE's 0I�er 2.5 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Q16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ® 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded n Tier 6 (eCLEMIS) 19 or more FTE's 0 6 —18 FTE's 0 1 — 5 FTE's ® Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center ® Tier 8 Jail Management (outside Oakland County) Federal Departments. Offices or Agencies Inauiry Only in the State of Michigan (does not contribute any data) ODistrict Court in Oakland County (excluding 52nd District Courts) QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. � D..r outside •,.,yd CouTtv I QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® Circuit Court (outside Oakland County -does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) ® FRMS Participant (Fire Records Management System) Page 11 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 80C 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. 8✓ Mobile Data Comoaters ("MDC„1 WITH County provided wireless 0 WITHOUT County provided wireless 8 CAD Only WITHOUT County provided wireless Livescan 8 WITH printer 8 WITHOUT printer Muashot ❑ 8 Capture Station and Investigative 0 investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County 8 OakVideo (CLEMIS Member located outside Oakland County) Vendor name: Central Square Address:5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (663) 387-4833 Emai'' brenda.tavlora/7centralsouare.com Pawn Analicadon r7 Fire Records Management Svc 8 Phase I () Phase 11 Fire Records Management System Outside Oakland County ❑ Police Fire and/or Public oft Department Data Extract 8 In Oakland County 8 Outside Oakland County Vendor name: Address. Contact: Phone: Email: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMISAdvisory Committee 07-16-15 Approved by BOC 8-13-15 CRASH Report Pavment Amount: $ 10.00 FEnhanced Acr.AsS Fee nisbursement Instr u ctiong 0 Disbursement when Requested (i) Disbursement Quarterly Make Check Payable to: County Of Lenawee OPT -OUT of Exhibit V tOakNet Connectivitvl OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF MARINE CITY 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 Marine City ('Public Body") 303 S Water St, Marine City, MI 48039. County and Public Body may also be referred to jointly as 'Parties". PURPOSE OF AGREEMFNT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services (" LT. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. 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, L4. 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 1.5. Pay means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Body means the City of Marine City 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 Emnlovee 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'sDepartment of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage a public web presence using standard County technologies and platforms, template - based solutions, semi -custom website designs, content management, and/or support services. 1.9.6. Data Center Use & Services means providing space for Public Body's equipment in County's Data Center and access to electrical power and backup power. 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 leasedor 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 atPublic 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 (CIS) 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 (G1S). 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 Centgr 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 ata later date by a formal amendment to this Agreement: Exhibit 1: Online Payments Exhibit II: 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 V II: Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 Exhibit V1II: Oaknet Connectivity Exhibit IX: Internet Service X 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 onhardware 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 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 (PCT 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 I servieceenter@oalcgov.com 1 Service Center Website I https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time fi•ame. 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. LT. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policiesand 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. 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 CLEWS 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. 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 accessingthe 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 Centerand providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to PublicBody'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 termsand 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 specifiedbelow. The approval and terns 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. PAVMF.NTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits,if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 suchamounts. 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 Tenn 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 rightunder this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis Agreement. 7. USE OF CONFIDF,NTIAL 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 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 notlimited 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. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submittedto Page 9 of 12 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 ofthis 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 mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology, 12, SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the LT. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in 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-E.MPLOYF.R RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY RENEFICIAR1ES. Except as provided for the benefit of the Patties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual righter benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. ON IMPI;TFD 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. SF,VERARILITY. 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 fromthis 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 MATEIJRE. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst 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, 1200North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailingaddress by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TQ .TURISniCTION AND VENTT!1. 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 forthe 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. FNTTRF 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 I 1 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, Elaine Leven hereby acknowledges that he/she has been authorized by a resolution of the City of Marine City, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court. to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: Elaine Leven City Manager 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT X I,T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. l .l . CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPoliev Boards is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3, CLEMIS Ar mlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of LT. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at vt v.oakeov.com/clemis or www.clemis.ort4, Page I of 9 I.T. SERVICES AGREEMENT-EXHBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal Justice Information Services ("C.HS"� Security Policv is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLF,MIS DIVISIONRF.SPONSIBILITIF.S. 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit V II, Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall ]seep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. ri /Rackpround Checks, Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownership. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data IJndatemxpunement/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11, Provision of Hardware/Eouinment, The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Cannes or Alternations to Public Bodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., used to access CLEMIS. 3.13. F,-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Renuest by Public Rodv fnr Public Body Data. Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Renuest/Court Orders to Countv for Public Bndv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County. County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. (`,ontinuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identity the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Rodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/LD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Rodv Data.. if County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion, 4.6. Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. Cmmty not Resnonsihle for Third Partv Use of Data, Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAL RESPONSIBH.ITIF.S—CLEMIS FEE 5.1. Pavment of CLEMIS Fee, Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Deposit of CLEMIS Fee., All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEfvMNT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/152017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for morethan fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COUNTY/PUBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE, APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of URL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Reeardinp Pavment of Tickets/Citations/Parkinn_ Tickets and Purchase of Crash/Accident Reports. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. A punt of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6,10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shad be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsihilitiec if Puhlic Bodv is a Court. 6.11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card ProcessinL If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT-EXtUBITX Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6,11.3. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE, 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS A dvisnry Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7A. CLEMIS Advisory Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee —Subcommittees, The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBLIGATIONS & RESPONSIBITIES UPON TERMINATION/CANCELLATION. 10.1. Use of CLEMIS & CLEWS Apnlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Puhlic Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Ohliaation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on apro-rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 0 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's ®iwa 0 16 or more FTE's O 6 —15 FTE's Tier 2.5 O 1 — 5 FTE's IQ 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ® Q 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded FVJ Tier 6 (eCLEMIS) Q19 or more FTE's 6 —18 FTE's 0 1 — 5 FTE's ® Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center ® Tier 8 Jail Management (outside Oakland County) ® Federal Departments Offices or Aaencies Inouiry Only in the State of Michigan (does not contribute any data) District Court in Oakland County (excluding 52nd District Courts) QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® Dj§trict Cnurt nntside Oakland County OPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® Circuit Court (outside Oakland County - does not contribute any data) ® Prosecutor Office (outside Oakland County, does not contribute any data) FRMS Participant (Fire Records Management System) Page 1 1 Approved by SP Committee 07-08-15 Approved by CLEM IS Advisory Committee 07-16-15 Approved by BOC 8-13-15 MENEWiTsToRifel\ 1 IN I =I 11 • 1 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. RMobile Data Computers OMDC"1 Q 8 WITH County provided wireless Q WITHOUT County provided wireless 8 CAD Only WITHOUT County provided wireless Livescan 8 WITH printer WITHOUT printer Muashot 8 Capture Station and Investigative 0 Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Mapoina Application Vendor name Address Contact: Email Pawn Application Fire Records Management Systeu In •,..nd County Phone: Police. Fire and/or Public Safety Department Data Extract 8 In Oakland County Q Outside Oakland County Vendor name: Address: Contact: Email: Phone: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 WQHASH Rennrt Pavment Amount: $ 5.00 Enhanced Access Fee Disbursement Instructions pDisbursement when Requested Q Disbursement Quarterly Make Check Payable to: City Of Marine City QPT-OUT of Exhibit V IOakNet Connantivity] OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Body) Date Page i 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND TOWNSHIP OF PITTSFIELD This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Township of Pittsfield ("Public Body") 6227 W Michigan Ave, Ann Arbor, MI 48108. County and Public Body may also be referred to jointly as "Parties". PURPOSE, OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services (" LT. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1, DEFINITIONS, The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any othermutually 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,ot 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 1.5. Dav means any calendar day beginning at 12:00 a.m. and ending at 1 1:59 p.m. 1.6. Public Bodv means the Township of Pittsfield 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 F,mnlovee 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 anyreason, 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'sDepartment of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage 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 Arc GIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote the effective maintenance and care of these assets. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit II: 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 VIL Data Center Use and Services Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 X Exhibit VIII: Oaknet Connectivity Exhibit DX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit X1V: Security Best Practice Advice Exhibit XV: Collaborative Asset Management System (CAMS) 2. COUNTYRESPONSIBILITIES. 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 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 LT. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m, to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter a�oakgov.com Service Center Website https://se.oakgov.com 2.8. County may access, use and disclose transaction information and any content to complywith 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 shalt 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 1. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed oil the County's website. County will provide notice when it becomes aware of changes to the terms and conditions of these agreements. 3. PUBLTC 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 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. 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 accessingthe 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. 33A. 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 PublicBody. 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 33.9A, 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 PublicBody'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 termsand conditions. 4. DURATION OF INTERLOCAI. AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by theBoard 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 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 AGREEMENT 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, 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 suchamounts. 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 performanceof this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis 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, (H) 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 notlimited 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; not Gill the results that may be obtained by the LT. Services will be accurate orreliable. 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 LTABTLITV. 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 submittedto Page 9 of 12 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 ofthis 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 mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO F,MPLOYF,E-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY B _FNFTTCIARIE�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 rightor benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLTED 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. SF VF.RABII.TTV. 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. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst 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 htformation Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: 21.3. Either Party may change the individual to whom Notice is sent and/or the mailingaddress by notifying the other Party in writing of the change. 22. GOVERNING, LAW/CONSENT TO JURISDICTION AND VENITE. 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 forthe 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 I 1 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, Mandy Grewal hereby acknowledges that he/she has been authorized by a resolution of the Township of Pittsfield, 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: Mandy Grewal Township Supervisor 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT VIII I.T. SERVICES AGREEMENT OakNet Connectivity INTRODUCTION COUNTY RESPONSIBILITIES 1. County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County's network (OakNet) at Public Body's facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 2. County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 3. County shall provide a single port by which Public Body may connect its internal network to OakNet 4. County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 5. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County's connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. PUBLIC BODY RESPONSIBILITIES. 1, Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2. Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 3. Public Body shall not mount any equipment in the County's equipment cabinet. 4. Public Body shall be responsible for configuring and maintaining Public Body's internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 5. Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the local IP addresses, Network Page 1 of 2 I.T. SERVICES AGREEMENT -EXHIBIT VIII MR 17-034 02/15/2017 Oal.Net Connectivity Exhibit VBI Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services 8. Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 9. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County's connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page 2 of 2 I.T. SERVICES AGREEMENT -EXHIBIT VIII MR 17.034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. I.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee )formerly known as the CLEMIS Advisory orPoliev Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLF,MIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CI,F.MIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Wehsite is the portion of the County's website dedicated to CLEMIS located at_ www.oakeov.com/clemis or www.clemis.ore, Page 1 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT :N11III5jJ[ 1.9. CCriminal .histice luformat pi Services ("C.TIS") Security Poliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS"j is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RFSPONSTBTT -MTV. 2.1. Pr9vision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance witl_Laws. Rules. Regulations, and Policies, County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RF.SPONSTRILITIF.S. 3.1. Execution of Exhibit VHT. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VBI to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement., Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with laws. Rules. Regulations, and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS, Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 U. SERVICES AGREEMENT-E)CHIBIT X Approved by CLEMIS Strategic Planning Committee 0710812015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6, Data Entry. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7, Data Ownership,, All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3,8. Data Aecuraev. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information, Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/ExUung=ment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CBS Security Policy, 3.10, Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Enuiillment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Bndv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, T1 Lines, etc., used to access CLEMIS. 3.13. E-Mail Address, Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division wilt provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17.034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PI1BUC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1, Rea nest by Public Bodv for Public Bodv Data, Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Request/Court Orders to County for Public Bodv Data., County is required and will respond, pursuant to applicable taw and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties; 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Bodv Data to Third Parties, County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Oat& If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 LT. SERVICES AGREEMENT-EXII113IT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/20t7 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment'), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Ilse of Data., Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAI, RESPIINSHITUTIF,S—CLEMIS FEE. 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee,, The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. �LRMiS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT-EXHBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds, The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Operational Prohlems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for morethan fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COIJNTY/PITHLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASU PURCHASE APPLICATION. If Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IJRL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Reprdine Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4, No Interferepce with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee, Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Aujilication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced A,ccesc Fee for Pavment Anplication.. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Annliration. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09192 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. RjaWbutinn of Enhanced Access Fees and Fees for Crash/Accident Reports, Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Responsibilities if Public Bodv is a Court. 6.11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing. If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 LT. SERVICES AGREEMENT-EXRMITX Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. E,stahlishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. Tile purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisory Committee Officers., Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEWS Advisory Committee—Subcommittggs. The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE, SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBLIGATIONS & RESPONSIBITIES IJPON TERMINATION/CANCELi,ATION. 10.1. Use of CLEMIS & CLEMIS Applications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Rodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation,, Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on apro-rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 LT, SERVICES AGREEMENT-E.YIIIBITX Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 1a171�i11�PiT1 u r: Public Body shall receive the CLEMIS Applications and services associated with the categoryttier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). 0 16 or more FTE's Q 6 —15 FTE's 0 1 — 5 FTE's TIe0.5 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 16 or more FTE's 0 6 — 15 FTE's 0 1 — 5 FTE's �✓ Tier 4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) ®0 19 or more FTE's n 6 —18 FTE's � J 1 — 5 FTE's Tier 7 Public Safety Answering Point (PSAP)1Central Dispatch Center 0 Tier 8 Jail Management (outside Oakland County) ® Federal Departments. Offices or Agencies Inauiry Only in the State of Michigan (does not contribute any data) 0 District Court in Oakland County (excluding 52nd District Courts) QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. ODoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. DDj=irt Court nutside Oakland County 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 Circuit Court (outside Oakland County - does not contribute any data) ® Prosecutor Office (outside Oakland County, does not contribute any data) '� EMS Partirinant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 ori •\1 �\ Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Comoeters 1"MDC"1 Q WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑ 0 WITH printer WITHOUT printer Mucishot ❑ Q apture Station and Investigative 0 Investigative Only ❑ Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Maopina Agolication Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor _ Phone: (563) 387-4833 Er—ij brende.tavlor(&centralsouare.com Pawn Agolication ® Fire Records Management System In Oakland County a Phase 1 0 Phase II Fire Records Management System Outside Oakland County ❑ Police Fire and/or Public Safety Department Data Extract 0 In Oakland County 0 Outside Oakland County Vendor name: Address: Contact: Phone Email: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 CRASH Report Payment Amount: $ 3.00 REnhanced Access Fee Disbursementtnstructions 0 Disbursement when Requested Q Disbursement Quarterly Make Check Payable to: Township of Pittsfield 0PT-0I IT of Fxhibit V IOakNPt CnnnectiviW OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 30C 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF PORT HURON 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 Port Huron ('Public Body") 100 McMorran Blvd, Port Huron, MI 48060. 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 ofthe 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 othermutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board ofCommissioners, 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-1NTERLOCAL 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 Bodv means the City of Port Huron 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 Emnlovee 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 anyreason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. LT. Services means the following individual I.T. Services provided by County'sDepartment 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 cardthat 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 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 atPublic 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 AreGIS 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 CentgL means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits i 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 later date by a formal amendment to this Agreement: Exhibit L• Online Payments Exhibit II: 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 VII: 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 X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Exhibit X1I: 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 T.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 (Le. 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. 2A. 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 9/29/2017 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 lawsand 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 LT. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m, to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter aoakgov.com I Service Center Website https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policiesand 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 ordata. 3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide all initial data identified in the attached Exhibits, in a format acceptable to County, and, for the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 I.T. Services provided hereinor 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 accessingthe 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 Centerand 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 termsand conditions. 4. DURATION OF 1NTERLOCAL 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 specifiedbelow. 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 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 theBoard Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT 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, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement, 6.2, Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 underthis Agreement. 7. ITSE 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 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 notlimited to, the implied warranties of merchantability, fitness for a particular purpose and non - infringement. 8.2. County makes no warranty that (i) the LT. Services will meet Public Body's requirements; (ii) the 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. LIMITATION QI' t IABILITY. 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, submittedto Page 9 of 12 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 ofthis 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 mayterminate or cancel this entire Agreement or anyone 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 ternination 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. 42. &IISPFNSION OF SERVICES County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (fi) 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 Sectionll. 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 FMPLOYFF.-EMPLOVER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor 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. SEVERAAILPPY. 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 fromthis 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 W28/2017 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 theAgreement 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 arenot 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 Parry of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst class or certified U.S. mail. 2t.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to:. . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING i,AW/CONSENT TO .IIIRISD1 c:TTON kND 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 6tb Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court fortbe 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 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, Pauline Repp hereby acknowledges that he/she has been authorized by a resolution of the City of Port Huron, 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: Pauline Repp Mayor 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: DATE: David T, Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safely agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow First responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. I.I. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formeriv known as the CLEMIS Advisory orPoliev Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium, is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee, 1.5. CLFA41S Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Mem her means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Wehgite is the portion of the County's website dedicated to CLEMIS located at_ wivw.oaktov.com/elemis or wtvw.clemis.orc. Page 1 of 9 I.T. SERVICES AGREEMENT-EXMBITX Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal Justice Information Services ("C.IIS"1 Security Poliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management System ("FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. Cl_.EMTS DTVTSTON RESPONSTBU,TTTES. 2.1. Provision of CLEMIS Applications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2, Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit VTTl.. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIR to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/09/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Securi /Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Dat,.9 Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/Exnungment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bndv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/EnuinmeUL The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Bndv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, T1 Lines, etc., used to access CLEMIS. 3.13. F,-Mail Address, Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 314. Conneration.. Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Request by Public Bodv for Public Body to Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of information Act Request/Court Orders to County for Public Bodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 LT. SERVICES AGREEMENT-EXH BIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health information, If the data, to be provided to a third party, is Protected Health Information' or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsihle for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third patty's use of Public Body's data. 5. FINANCIAL RESPONSIBILITIES—CLEMIS FEE, 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for morethan fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COITNTV/PIJBLiC BODY RF.SPONSMIFLITIES FOR CLEMIS CITATION PAYMENT, APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1, Placement of i1RL, Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Reeardine Pavment of Tickets/Citations/Parkine Tickets and Purchase of Crash/Accident Re or . County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6A, No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shalt be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Annlicatinn. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlicatinn. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Annlicatinn. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Reports. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. O Ib igations and Resnensihilities if Public Bodv is a Court. 6.11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing. If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Separate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE„ 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year, CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisory Committee Officers_ Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings, Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee —Subcommittees, The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. S. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17.034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE. SERVICES,. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBI,IGATIONS & RF.SPONSTRITIES I1PON TERMINATION/CANCFI,I.ATION. 10.1. Use of CLEMIS & CLEMIS Annlications., Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data, Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation., Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). RTrer 1 0 16 or more FTE's V 6 —15 FTE's `\.J 1 — 5 FTE's Tie0.S 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ® LQ 16 or more FTE's 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Ti=r 4 Rescinded Tier 5 Rescinded R✓ Tier 6 (eCLEMIS) 19 or more FTE's 0 6 —18 FTE's 0 1 — 5 FTE's Tier 77 Public Safety Answering Point (PSAP)ICentral Dispatch Center ® Tier 8 Jail Management (outside Oakland County) ® Federal Departments Off icps nr Agencies Inguiry Only in the State of Michigan (does not contribute any data) District Court in Oakland County (excluding 52nd District Courts) QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ElDistrict Court outside Oakland County QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application, ElCircuit Court (outside Oakland County - does not contribute any data) F] Prosecutor Office (outside Oakland County, does not contribute any data) 0 FIRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BCC 8-13-15 RJENErTiTiNfrem, ., Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑✓ Mobile Data Computers ("MDC"l 0 WITH County provided wireless WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑Livescan 0 WITH printer Q WITHOUT printer Muashot ❑ (i) Capture Station and Investigative Q Investigative Only ❑ Jail Manaaem=nt 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County ❑ OakVIdeo (CLEMIS Member located outside Oakland County) Vendor name: Central Square Address:5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (563) 387-4833 Email brenda.tavlor&centralsouare.com ------------ PhaseFire Records Management System In Oakland County 11 fire . . u•i..-n-. •n • .- •. ..County- Police. Fire andlor Public of -ty Department Data Extract a In Oakland County a Outside Oakland County Vendor name: Address - Contact: Email: Page i 2 Phone: Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC8-13-15 CRASH Reoort Payment Amount; $ 9.00 Enhanced Access Fee Disbursement Instructions QDisbursement when Requested Disbursement Quarterly Make Check Payable to: City of Port Huron ❑✓ OPT -OUT of Exhibit V (OakNPt C.nnnPrtiyjW OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodvl Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF ST CLAIR 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 St. Clair ("Public Body") 547 N Carney Dr, St Clair, MI 48079. County and Public Body may also be referred to jointly as "Parties". PURPOSE, OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("LT. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. 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. Counly 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. Day, means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bndv means the City of St. Clair 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 Bndv EmDlovee 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'sDepartment of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage 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 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 (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. L9.11. AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an AreGIS 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. 1.9.44. 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 Centir 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 ata later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit If: Over The Counter Payments Exhibit [If: 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 MR 17-263 9/28/2017 Exhibit VIII: Oalmet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ACCGIS 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. 2A.1. County will perform periodic backups of LT. 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 9/29/2017 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 lawsand industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources, County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I,T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address I servicecenter@oakgov.com Service Center Website I https://se.oakgov.com 2,8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policiesand 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 RFSPONSIBILiTtES. 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 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 Exhibits) 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 accessingthe 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 othersuitable 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 Centerand providing the Incident Number. 3.9, Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specifiedbelow. 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 bylaw. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS, 5.1. I.T, Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - tNTERLOCAL 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 underthis 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 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 notlimited 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. 9.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. DISPUTE. RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be submittedto Page 9 of 12 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 ofthis 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 mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT, Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO F,MPLOYF.F.-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PANTY RENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor 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. SEVF.RABHdTY. 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 fromthis 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 MAHURF. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst 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, 1200North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailingaddress by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO ;ITJRISDICT1ON 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 forthe 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, Warren Rothe hereby acknowledges that he/she has been authorized by a resolution of the City of St. Clair, 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: Warren Rothe City Superintendent 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS, The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. l .l . CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPoliev BoardBoardl is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Websitg is the portion of the County's website dedicated to CLEMIS located at_ www.oakaov.com/clemis or www.clemis.ortz. Page 1 of 9 I.T. SERVICES AGREEMENT-EXMBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9. Criminal .Lustice information Services ("CMS") Security Poliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS"1 is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Anplications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations, and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit VHL Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VHI to this Agreement (Oal(Net Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies, Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy, Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Securi /Backuround Checks., Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CHS Security Policy and any other applicable law, rule, and regulation. 3.6. Data F,ntrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.T Data Ownership. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body, 3.8, Data Aceuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/F.xnunoment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/F.nuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3,12. Channel or Alternations to Public Rodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, TI Lines, etc., used to access CLEMIS. 3.13. E-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation, Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/O9/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15J2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES., 4.1. Renuest by Public Bodv for Public Bodv DatiL Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Reouest/Court Orders to County for Public Bodv Data., County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. C9ntinuous Access to Public Bodv Data by Third PartiLs 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third parry's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6, Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of t996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. ounty not Responsible for Third Partv Use of Data, Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAL. RESPONSIBILITIES—CLEMIS FFF 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of Count)' or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds._ The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7, Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COIINTY/PUBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION Ay)) (;t,,F;MJS CRASH PURCHASE APPLICATION, If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IJRL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Payment of Tickets/Citations/Parkino Tickets and Purchase of Crash/Accident Re or County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Seenrity of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No_1qWffire with Conti Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citationshickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17.034 02/35/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. Pavment Transaction for Pavment Application. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Apnlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Reports. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsihilities if Pnhlie Rodv is a Conrt. 6.11.1. Access to Website. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing., If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXIHBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Seoar,ate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Committee, The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLFMIS Advisory Committee Meetings, The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4, CLEMIS Advisory Committee Officers, Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee, The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Committee—SuhcommitJUL The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINT>;NANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBLIGATIONS & RF,SPONSIBITIF,S UPON TERMINATION/CANCELLATION. W.I. Ilse of CLEMIS & CLEMIS Apnlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Ilse and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic forniat and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unou Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT-EXHIBITX Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). ® 0 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's ® Tie0.5 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's IQ 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's Q 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 0 19 or more FTE's 6 —18 FTE's 0 1 — 5 FTE's Tier 7 Public Safety Answering Point (PSAP)ICentrai Dispatch Center ® Tier 8 Jail Management (outside Oakland County) ® Federal Departments, Offices or Agencies Inguiry Only in the State of Michigan (does not contribute any data) ® ri5tpirt ennrt in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 j2iGtrict Cnurt nutside Oakland County QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) ® FIRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 • • \ ' 11 • 1 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. RMobile Data Comouters f°MDC111 0 WITH County provided wireless WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ® Livescan WITH printer 0 WITHOUT printer Muasho ❑ 0 Capture Station and Investigative 0 Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) �■ u- li ._�� r. �.r .r Vendor name Address Contact: Phone: Email r Annfication Fire Records Management Systeu In •,..nd County Fire Records Manauement System Outside Oakland I ❑ Police. Fire and/or Public Safety Denartment Data Extract QIn Oakland County (D Outside Oakland County Vendor name: Address: Contact: Phone: Email: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 VCRASH Report Payment Amount: $ 5.00 ❑� Fnhan - d Access Fee Disbursement Instructions t�)Disbursement when Requested 0 Disbursement Quarterly Make Check Payable to: City Of St Clair 56/1 OPT -OUT of Exhibit V (OakNet Connectivitvl OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be comoleted by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF WESTLAND 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 Westland ('Public Body") 36300 Warren Rd, Westland, MI 48185. County and Public Body may also be referred to jointly as 'Parties". PURPOSE OF AGRFFMRNT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("LT. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following; 1. DF,FINITtgr,�S. 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 othermutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, - judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board ofCommissioners, 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. Day means any calendar day beginning at 12:00 a.m. and ending at 1 1:59 p.m. 1.6. Public Bodv means the City of Westland 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 Emnlovee 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 anyreason, is no longer employed, appointed, or elected in that capacity. 1.9, 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. T.T. Services means the following individual LT. Services provided by County'sDepartment 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 debitcard that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or managea 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 17-203 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 ("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. 1.9,1 S. 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 Centgr 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 ata later date by a formal amendment to this Agreement: Exhibit 1: Online Payments Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit N: 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 - INTL'RLOCAL AGREEMENT MR 17-263 9/28/2017 X Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service X 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 onhardware 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 offshe 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 LT. 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. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://se.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policiesand 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. PIIBLIC 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 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. 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the LT, Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. 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 accessingthe 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 aService 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 Centerand 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. 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 specifiedbelow. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 suchamounts. 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 rightunder 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 providedherein. 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 underthis 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 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 notlimited 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. LIMITATION OF IJABiLITV. 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 submittedto Page 9 of 12 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 ofthis Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. I I . TERMINATION OR CANCEI.,LATTQN OF ArRF.EMENT. 11.1. Either Party mayterminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES, County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 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 EMPLOYF.F-E.MPLOYF,R RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual rightor benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WA, ER.. 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. 47. SENFRABI7 ITY, 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 fromthis 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 theAgreement 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 arenot 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 MA.IF.URF. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire. explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailingfirst 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, 1200North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: , . 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO .DTRiSDICTION AND VENITE. 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 forthe 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, William R. Wild hereby acknowledges that he/she has been authorized by a resolution of the City of Westland, 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: WilliamR. Wild Mayor 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 EXHIBIT VIII I.T. SERVICES AGREEMENT OakNet Connectivity INTRODUCTION COUNTY RESPONSIBILITIES 1. County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County's network (OakNet) at Public Body's facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 2. County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 3. County shall provide a single port by which Public Body may connect its internal network to OakNet 4. County shall use reasonable means to provide the I,T. Service for the transmission of information 24 hours a day, 7 days a week. 5. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 6. To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County's connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. PUBLIC BODY RESPONSIBILITIES. 1. Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2. Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 3. Public Body shall not mount any equipment in the County's equipment cabinet. 4. Public Body shall be responsible for configuring and maintaining Public Body's internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 5. Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the local IP addresses, Network Page 1 of 2 LT. SERVICES AGREEMENT -EXHIBIT Vt11 MR 17.034 02/15/2017 OakNct Connectivity Exhibit Vlll Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 6. If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 7. Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services 8. Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 9. Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County and shall fulfill the responsibilities provided in Section 3.7 of the Contract. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department. SERVICE SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County's connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County, LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County's consent in writing. Page 2 of 2 I.T. SERVICES AGREEMENT -EXHIBIT VlB MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (]mown as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. I.I. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLENI S Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory orPoliev Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEWS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CI,F.MIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. 1.8. CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at, www.oakaov.com/clemis or www.clentis.ore. Page 1 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Commince07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.9, LLiWjnal Justice Information Services (" JI ") Security Poliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of. and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Man apem ent hystem ("FRMS"1 is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CI.F,MIS Applications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Taws. Rules. Regulations, and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of DO& County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit Vtfi. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit ViIl to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3, Comnliance with Taws, Rules. Reaulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and regulations when using CLEMIS and when generating, entering, and using data that is stored in CLEMIS. 3.4. Access to CLEMIS. Only Public Body Employees authorized by Public Body may access and use CLEMIS. Public Body shall keep a list of Public Body Employees authorized to access and use CLEMIS. Public Body shall review this list at least quarterly Page 2 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS to ensure its accuracy. Upon written request of County, Public Body shall provide this list to County. Public Body shall not allow any individuals, who are not on this list, to access and use CLEMIS. 3.5. Securi acknround Checks. Public Body shalt provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entry. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data nwnershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate x unnment/Redaction.. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3,11. Provision of Ilardware/Eiluipment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Bodv Facilities._ If Public Body is required to or decides to make changes or alternations to its facilitiesibuildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, TI Lines, etc., usedto access CLEMIS. 3.13. F.-Mail Address., Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooperation, Public Body shall fully cooperate with County concerning the performance of this Agreement. Page 3 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Renuest by Public Rodv for Public Rodv Data, Public Body may request in writingthat County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County, but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Freedom of Information Act Request/Court Orders to County for Public Rodv Data. County is required and will respond, pursuant to applicable law and/or court order, to Freedom of Information Act ("FOIA") requests and court orders addressed to it and received by it for Public Body data possessed by County. Before responding to a FOIA request or a court order concerning Public Body's data possessed by County, County will use its best efforts to inform Public Body of the request or order and give them an opportunity to provide County with information that could impact County's response to the FOIA request or court order. 4.3. Continuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the third party and shall set forth any specific instructions regarding the provision of such data to the third party. The County shall determine the manner in which to provide access to Public Body's data. 4.3.2. County shall provide and shall continue to provide access to Public Body's data to the third party identified in Addendum A, until Public Body provides written notice to the CLEMIS Manager to stop or change such access. The written notice shall contain the date on which access to Public Body's data shall stop. Upon receipt of this notice, County shall promptly stop the third party's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third party's continuous access to Public Body's data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body's data. The CLEMIS Manager is authorized to sign this agreement on behalf of County. 4.4. Providing Public Bodv Data to Third Parties. County will not provide data to a third party, unless County is the recipient of a Freedom of Information Act request or court order or is directed in Addendum A to provide data to a third party. Notwithstanding any other provision, County shall provide Public Body's data to related Mugshots, Livescan, Michigan Incident Crime Reporting, and Crash/UD-10 traffic crash reports to the Michigan State Police. 4.5. Costs for Providing Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall Page 4 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEWS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. Countv not Resnonsible for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. 5. FINANCIAL, RESPONSIBILITIES—CLEMIS FEE 5.1. Payment of CT,F,MIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Fstahlishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and 1. counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CI,FMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee_ All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Suiplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and Page 5 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds.. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than fourteen (14) consecutive calendar days, County shall refund the CLEMIS Fee, already paid by Public Body, for the days that the CLEMIS Applications were not operational. 6. COIJNTY/PIJBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT, APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IJRL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renort,, County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application, Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. Page 6 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.6. moment Transaction for Payment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Payment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution 4 07121 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsibilities if Public Body is a Court. 6.11.1. Access to Wehsite, If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing, If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Haven, Inc. Page 7 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLENUS Strategic Planning Committee07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 6.11.3. Separate Depository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. CLEMIS ADVISORY COMMITTEE.. 7.1. Establishment and Purnose of CLEMIS Advisory Commit ee The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members concerning policy, technical, and operational questions for CLEMIS Applications. The purpose behind the CLEMIS Advisory Committee is to allow CLEMIS Members to provide input regarding the operation and management of CLEMIS. The CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisory Commit ee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEWS Advisory Committee Meetinuc. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CI.F,MIS Advisory Committee Offieers, Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CI,F,MIS Advisory Committee —Subcommittees; The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website, The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on- line/remote training. If the training classes are held at County facilities or held in an on- line/remote format, then such training classes are at no cost to Public Body or Public Employees. Page 8 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17-034 02/15/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTF,NANCF SERVICES.. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 10. OBI.TGATIONS & RF.SPONSIBTTTFS ITPON TF,RMINATION/CANCF,I.I,ATION. 103. Ilse of CLEMIS & CLEMTS A nolic 'o Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Rodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data anon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4.eation to Pav CT,F.MIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on apro-rated daily basis for the time period that Public Body paid in advance. Page 9 of 9 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 07/08/2015 Approved by CLEMIS Advisory Committee-7/16/2015 MR 17.034 02/15/2017 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 0 16 or more FTE's O 6 —15 FTE's 0 1 — 5 FTE's Tier 2 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ® Ti 16 or more FTE's 0 6 —15 FTE's O 1 — 5 FTE's ® Q 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded IW 6 (eCLEMIS) ®Q 19 or more FTE's 6 —18 FTE's 1 — 5 FTE's Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center ® Tier S Jail Management (outside Oakland County) ® Federal Denartments Offices or Aaencies Inquiry Only in the State of Michigan (does not contribute any data) ODistrict Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. .Wa. .-•... .M ..r QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® Circuit Court (outside Oakland County - does not contribute any data) ® Proser•.utnr OffiQ& (outside Oakland County, does not contribute any data) ® FRMS Particinant (Fire Records Management System) Page 1 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 nomor.rarsmMeM'•1 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Computers f°MDC" 1 WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless 5/1 Livescan Q WITH printer WITHOUT printer Muashot ❑ (�) C apture Station and Investigative 0Investigative Only .Jail Manaaement 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) u- u.•• r. yr. .� Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor, Account Manager Phone: (563) 387-4833 Email brenda.tavlore-centralsouare.com Annficatmon Fire Records Management Systea In Oakland County 0 Phase Records Management System Chnside Oakland Coun Police Fire andfor Public Safety Department Data Extract Q In Oakland County Outside Oakland County Vendor nam ImaoeTrend Address. 20855 Kensington Blvd, Lakeville, MN 55044 Contact: Eric Bambard Phone: (248) 534-7937 Email: ebambard@imagetrend.com Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 0 In Oakland County Outside Oakland County Vendor name: Bryx _ Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas Phone: (586) 765-4230 Email dave(a)brvx.com 0 In Oakland County (!)Outside Oakland County Vendor name: Arx Community Address: 19 Clifford St, 8th Street, Detroit, MI 48226 Contact: Bo Chang, President Phone: (734) 276-8670 Email: bona arxcommunitv.com Q In Oakland County Vendor name Address Contact: Email Outside Oakland County Phone: CRASH Report Payment Amount: $ 5.00 FIIh____d Access Fee Disbursement Instructions 0 Disbursement when Requested Disbursement Quarterly Make Check Payable to: City Of Westland OPT -OUT of Exhibit V (OakNet Connectivity! OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be comoleted by Public Body) Date Page 1 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND COUNTY OF SHIAWASSEE This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the County of Shiawassee ("Public Body") 208 North Shiawassee Street, Corunna, MI 48817. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREE . 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. 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 personssuccessors. Page I of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 17-263 9/28/2017 I.S. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Body means the County of Shiawassee 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 I Fmnlov & 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 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. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. Web Publishing Suite means the ability for Public Bodies to have and/or manage a public web presence using standard County technologies and platforms, template - based solutions, semi -custom website designs, content management, and/or support services. 1.9.6. Data Center Use & Services means providing space for Public Body's equipment in County's Data Center and access to electrical power and backup power. 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 maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Ine.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.9.15. Collaborative Asset Management System ("CAMS") means providing for the collaborative use of information related to public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by various governmental entities participating in the CAMS within the County of Oakland in order to promote The effective maintenance and care of these assets. 1.10, Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: X Exhibit 1: Online Payments X Exhibit I1: 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 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. COUNTV 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 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 normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://sc.oakgov.com 2.8, County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Links to these terms and conditions will be provided to Public Body and will be listed on the County's website. County will provide notice when it becomes aware of changes to the terms and conditions of these agreements. 3. PUBLIC BODY RESPONSIBILITIU. 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 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. 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 LT, 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 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. DiJRATION OF INTERLOCAT, AGREEMENT, 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAVME.NTS. 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 NIR 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, 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 shalt 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 tinder this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and coma costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any, Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein, 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 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 inquired to disclose the information: f) 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. S. 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 I.T. Services will be accurate or reliable. 8.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. DISPUTE, RFSn[TJTY)_N. 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 M1Z 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 Information Technology. 12. SiTSPFNSiQN OF CFRVIrFS, 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 RELATiONSIT P. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THiRn-PARTY RENF,FiCiARiF,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. 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 LT. 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 MAJEURF. 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. NOTIC,S. 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: Julie Sorenson, 208 North Shiawassee Street, Corunna, MI 48817. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO 3T11PJSnTCT1ON 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. mulaimma-64_ l -► 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 not construed strictly for or against any Party. IN WITNESS WHEREOF, Jeremy Root hereby acknowledges that he/she has been authorized by a resolution of the County of Shiawassee, 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: Jeremy Root Chairman of the Board of Commissioners 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: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 17-263 9/28/2017 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 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. 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 -EXHIBIT 1 MR 17-034 02/15/2017 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(aioakczov.com Service Center Website Ihttos://sc.oakeov.com SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. Page 2 of 4 LT. SERVICES AGREEMENT -EXHIBIT I MR 17-034 02/15/2017 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 ivww. G2 Geloud. 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 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 I MR 17-034 02/15/2017 ONLINE PAYMENTS EXHIBIT I ACCESS TO SERVICE Public Body will provide access to this I.T. Service for the general public via the L RL 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 LT. SERVICES AGREEMENT -EXHIBIT I MR 17-034 02/15/2017 EXHIBIT 11 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 Il MR 17-034 02/15/2017 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 Service Center Email Address Service Center Website SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. MR 17-034 02/15/2017 1 48-858-8812 servicecenter (—ooakvov.com Ihttns://sc.oakuov.com Page 2 of 4 I.T. SERVICES AGREEMENT -EXHIBIT It OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT II SHARING OF NET ENHANCED ACCESS FEES Public Body will receive 50% of Net Enhanced Access Fees collected from Online Payments , Over The Counter Payments and/or Pay Local Taxes. For purposes of Sharing Net Enhanced Access Fees, if the Public Body that entered into this Agreement is a Court, any Net Enhanced Access Fees that can be shared will be directed to and deposited with the Court's Funding Unit or Units. The Court and its Funding Unit or Units are responsible for agreeing upon the final allocation of any fees shared under this plan. Payments will be made quarterly based on the County's fiscal year of October 1 through September 30. Net Enhanced Access Fees is defined as follows: • County will deduct a percentage from Public Body's gross Enhanced Access Fees to cover transactional fees. The percentage will be recalculated every fiscal year due to changes in County's costs incurred. County shall list the percentage of Enhanced Access Fee used to calculate transactional fees on the www.G2Gcloud.com website. Definitions: Gross Enhanced Access Fees Collected — All fees added to transactions processed for your agency paid by end -user County's Cost for Transactional Fees —Average costs incurred by County to process transactions for all agencies as a percentage of Gross Enhanced Access Fees Collected Transactional Fees Deducted from Gross Enhanced Access Fees — Result of applying percentage to Gross Enhanced Access Fees Collected Net Enhanced Access Fees Remaining — Result of subtracting costs of transactional fees from Gross Enhanced Access Fees Collected 50% Shared Back with Public Body- Percentage of Total Net Enhanced Access Fees to be shared with your agency. Fees Shared Back with Public Body — Funds your agency will receive To illustrate: $5,000 Gross Enhanced Access Fees Collected x 35% County's Cost for Transactional Fees 1750 Transactional Fees Deducted from Gross Enhanced Access Fees $3250 Net Enhanced Access Fees Remaining x50% 50% Shared Back with Public Body $4 625 Fees Shared Back with Public Body Page 3 of 4 I.T. SERVICES AGREEMENT -EXHIBIT 11 MR 17-034 02/15/2017 OVER THE COUNTER CREDIT CARD PAYMENTS EXHIBIT Il 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 MR 17-034 02/15/2017 Resolution #21046 February 18, 2021 Moved by Nelson seconded by Weipert the resolutions on the Consent Agenda be adopted. AYES: Charles, Gershenson, Hoffman, Jackson, Joliat, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell. (20) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted. Moved by Nelson seconded by Weipert MR #21047 be amended as follows: Add all Commissioners as co-sponsors of the resolution. A sufficient majority having voted in favor the amendment carried. U, L I HE.IRF'SY APP'IROVE THIS 91,mSOLUTION CvJIFi- DEPUTY COUNTY EXECUTIVE ACTING FURSUAIdT TO MCL 45.559A V) 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 February 18, 2021, 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 18th day of February 2021. Lisa Brown, Oakland County