HomeMy WebLinkAboutResolutions - 2021.06.17 - 34671MISCELLANEOUS RESOLUTION #21258 June 17, 2021
BY: Commissioner Gwen Markham, Chairperson, Finance Committee
IN RE: INFORMATION TECHNOLOGY — MODIFICATIONS TO COMPREHENSIVE I.T. SERVICES
INTERLOCAL AGREEMENT
To the Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS the Board of Commissioners, pursuant to Miscellaneous Resolution #12153 and #17263,
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 Department of Information Technology has made the following modifications to the
Comprehensive I.T. Services Interlocal Agreement and Exhibits:
• Agreement: Updated references to Browser Standards required to use the services,
• Exhibit I - Updated the County's Cost for Transactional Fees,
• Exhibit II - Updated the County's Cost for Transactional Fees,
• Exhibit III - Updated the County's Cost for Transactional Fees,
• Exhibit IV - Remove the third -party vendor that is no longer in use,
• Exhibit V — Removed references to the Public List of Contracts that no longer exists,
• Exhibit XI — Removed references to the Public List of Contracts that no longer exists,
• Exhibit XIII — Removed references to the Public List of Contracts that no longer exists,
• Exhibit X — Adopt new Exhibit and Addendum as approved by the CLEMIS Strategic Planning
Committee and CLEMIS Advisory Committee,
• All Exhibits — Updated section titles and references for consistency across all exhibits.
NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the
attached Comprehensive Information Technology Services Agreement offering the I.T. Services of Online
Payments, Over the Counter Payments, Pay Local Taxes, Jury Management System, Collaborative Asset
Management System, Remedial Support Services, Data Center Services, Oaknet Connectivity, Internet
Service, CLEMIS, ArcGIS Online, Data Sharing, Pictometry Licensed Products, and Security Best Practice
Advice with fees described in the Exhibits.
BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Chairperson of the Board
to execute the Agreements with any Michigan public body that agrees to enter into a Comprehensive
Information Technology Services Agreement.
Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution.
4w, aL1,
Commissioner Gwen Markham, District #9
Chairperson, Finance Committee
FINANCE COMMITTEE VOTE:
Motion carried unanimously on a roll call vote.
v,
COUNTY MICHIGAN OAKLANDCOUNTY EXECUTIVE DAVID COULTER
INFORMATION TECHNOLOGY Michael R. Timm, Director
TO: OAKLAND COUNTY BOARD OF COMMISSIONERS
FROM: MIKE TIMM, DIRECTOR OF INFORMATION TECHNOLOGY
SUBJECT: INFORMATION TECHNOLOGY -MODIFICATIONS TO COMPREHENSIVE I.T. SERVICES
INTERLOCAL AGREEMENT
DATE: MAY 20, 2021
IT Services Agreement:
• 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.
• These services are provided to Government Agencies both in Oakland County and outside of the
County.
• When a Government Agency requests one or more services, an IT Services Agreement is
created to establish which services will be utilized along with the cost for those services.
Template Changes:
• Periodically, the IT Services Agreement and Exhibit templates are reviewed and updated to
reflect any changes to services, pricing, and contractual requirements with third -party vendors.
• The changes to the Agreement and Exhibit templates are as follows:
o Agreement: Updated references to Browser Standards required to use the services
o Exhibit I, II, III: Updated the County's Cost for Transactional Fees
o Exhibit IV: Remove the third -party vendor that is no longer in use
o Exhibit V, XI, XIII: Removed references to the Public List of Contracts that no longer exists
o Exhibit X: Adopt new Exhibit and Addendum as approved by the CLEMIS Strategic
Planning Committee and CLEMIS Advisory Committee
o All Exhibits: Updated section titles and references for consistency across all exhibits
BUILDING 49W 1 1200 N TELEGRAPH RD DEPT421 I PONTIAC, MI48341-0421 1 Fax (248) 858-5130
Phone (248) 858-0810 1 www.oakgov,com
AGREEMENT FOR I.T. SERVICES BETWEEN
OAKLAND COUNTY AND
Name of Public Body
This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional
Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the Name of
Public Body ("Public Body") 123 Public Body Address, Anywhere, MI 55555. County and Public
Body may also be referred to jointly as "Parties".
PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of
providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan
law.
In consideration of the mutual promises, obligations, representations, and assurances in this Agreement,
the Parties agree to the following:
1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether
used in the singular or plural, shall be defined, read, and interpreted as follows.
I.I. 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. CounU means Oakland County, a Municipal and Constitutional Corporation, including,
but not limited to, all of its departments, divisions, the County Board of Commissioners,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, volunteers, and/or any such
persons' successors.
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1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 14 :59 p.m.
1.6. Public Body means the Name of Public Body which is an entity created by state or local
authority or which is primarily funded by or through state or local authority, including, but
not limited to, its council, its Board, its departments, its divisions, elected and appointed
officials, directors, board members, council members, commissioners, authorities,
committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such
persons' successors. For purposes of this Agreement, Public Body includes any Michigan
court, when acting in concert with its funding unit, to obtain I.T. Services.
1.7. Public Bodv EMDIOVee means any employees, officers, directors, members, managers,
trustees, volunteers, attorneys, and representatives of Public Body, licensees,
concessionaires, contractors, subcontractors, independent contractors, agents, and/or any
such persons' successors or predecessors (whether such persons act or acted in their
personal, representative or official capacities), and/or any persons acting by, through,
under, or in concert with any of the above who have access to the I.T. Services provided
under this Agreement. "Public Body Employee" shall also include any person who was a
Public Body Employee at any time during the term of this Agreement but, for any reason,
is no longer employed, appointed, or elected in that capacity.
1.8. Points of Contact mean the individuals designated by Public Body and identified to
County to act as primary and secondary contacts for communication and other purposes as
described herein.
1.9. I.T. Services means the following individual I.T. Services provided by County's Department
of Information Technology, if applicable:
1.9.1. Online Payments mean the ability to accept payment of monies owed to Public
Body initiated via a website maintained by County using a credit card, a debit card
that functions as a credit card, or electronic debit of a checking account.
1.9.2. Over The Counter Payments means the ability to accept payment of monies owed
to Public Body initiated via a credit card reader attached to an on -premise computer
with access to a website maintained by County using a credit card or a debit card that
functions as a credit card.
1.9.3. Pay Current 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. 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.
1.9.6. Data Center Use & Services means providing space for Public Body's
equipment in County's Data Center and access to electrical power and backup
power.
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1.9.7. Remedial Support Services means providing Public Body assistance with
diagnosis and configuration of Public Body owned system components.
1.9.8. Oaknet Connectivity means use of communication lines and network equipment
maintained by County for the transmission of digital information whether leased or
owned by County.
1.9.9. Internet Service means access to the Internet from Public Body's work stations.
Access from the Internet to Public Body's applications, whether at County or at Public
Body (hosting), is not included.
1.9.10. CLEMIS means the Court and Law Enforcement Management Information System,
an information management system comprised of specific software applications
(CLEMIS Applications) operated and maintained by the CLEMIS Division of
County.
1.9.11. ArcG1S 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.
1.10. 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 1: Online Payments
Exhibit 11: Over The Counter Payments
Exhibit III: Pay Current Taxes
Exhibit IV:
Jury Management System
Exhibit V:
Collaborative Asset Management System (CAMS)
Exhibit VI:
Remedial Support Services
Exhibit VIl: Data Center Use and Services
Exhibit VIII: Oaknet Connectivity
Exhibit IX: Internet Service
Exhibit X: CLEMIS
Exhibit XI: ArcGIS Online
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Exhibit XII: Data Sharing
Exhibit XIII: Pictometry Licensed Products
Exhibit XIV: Security Best Practice Advice
2. COTINTY RE,SPONSIBILITTES.
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 worl: 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.L 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?. County will maintain a disaster recovery process that will be used to recover
applications during a disaster or failure of County's computer system.
2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of County's data and Comity's compliance with Federal, State and local laws and
industry standards, including, but not limited to, the Health Insurance Portability and
Accountability Act (FHPAA) and Payment Card Industry Data Security Standard (PCI
DSS.)
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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 @i oakgov.com I
Service Center Website https:Hsc.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. The County will
provide Public Body with access to these terms and conditions. County will provide notice
when it becomes aware of changes to the terms and conditions of these agreements that are
applicable to Public Body.
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.
3.3. Public Body shall comply with County's minimum standards for each Internet browser
used by Public Body to access I.T. Services. The County's Brower Standards can be found
in a Knowledge Document in Service Center. Public Body shall meet any changes to these
minimum standards that County may reasonably update from time to time.
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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 LT. 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
3.7.8.4. Public Body Name
3.7.8.5. Application and, it' possible, the specific module with which the incident
is associated.
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3.7.8.6. Exact nature of the problem or function including any error message that
appeared on the computer screen.
3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter.
3.8. Public Body may track the status of the incident by calling the Service Center and
providing the Incident Number.
3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's
data.
3.10. I.T. service providers require County to pass through to Public Body certain terms and
conditions contained in license agreements, service agreements, acceptable use policies and
similar terms of service, in order to provide I. T. Services to Public Body. Public Body
agrees to comply with these terms and conditions. Public Body may follow the termination
provisions of this Agreement if it determines that it cannot comply with any of the terms and
conditions.
4. DURATION OF INTERLOCAT, AGRF,F,MFNT.
4.1. This Agreement and any amendments shall be effective when executed by both Parties with
resolutions passed by the governing bodies of each Party except as otherwise specified below.
The approval and terms of this Agreement and any amendments, except as specified below,
shall be entered in the official minutes of the governing bodies of each Party. An executed
copy of this Agreement and any amendments shall be filed by the County Clerk with the
Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court
shall evidence approval by the Public Body, providing a resolution and minutes does not
apply. If the Public Body is the State of Michigan, approval and signature shall be as provided
by law.
4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of
Commissioners is authorized to sign amendments to the Agreements to add Exhibits
that were previously approved by the Board of Commissioners but are requested by
Public Body after the execution of the Agreement. An amendment signed by the Board
Chairperson under this Section must be sent to the Election Division in the County
Clerk's Office to be filed with the Agreement once it is signed by both Parties.
4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years
from the date the Agreement is completely executed by all Parties or until cancelled or
terminated by any of the Parties pursuant to the terms of the Agreement.
5. PAYMENTS.
5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if
applicable.
5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g.
subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce
or testify regarding Public Body's data or information that is electronically stored by County
relating to I.T. Services the Public Body receives under this Agreement, then Public Body
shall reimburse County for all reasonable costs the County incurs in searching for,
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.
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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 Aectg, 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 ftlnds 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
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
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have legal authority to sign this Agreement and bind the Parties to the terms and
conditions contained herein.
6.7. Each Party shall comply with all federal, state, and local ordinances, regulations,
administrative rules, and requirements applicable to its activities performed under this
Agreement.
7. USE OF CONFIDENTIAL INFORMATION
7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential
information to the County or to a Public Body Employee not having a legitimate need
to know the Confidential information, or to any third -party. County and Public Body
Employees shall only use the Confidential Information for performance of this
Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential
Information if required by law, statute, or other legal process provided that the Party
required to disclose the information: (i) provides prompt written notice of the
impending disclosure to the other Party, (ii) provides reasonable assistance in opposing
or limiting the disclosure, and (iii) makes only such disclosure as is compelled or
required. This Agreement imposes no obligation upon the Parties with respect to any
Confidential Information which can establish by legally sufficient evidence: (i) was in
possession of or was known by prior to its receipt from the other Party, without any
obligation to maintain its confidentiality: or (ii) was obtained from a third party having
the right to disclose it, without an obligation to keep such information confidential.
7.2. Within five (5) business days' receipt of a written request from the other Party, or upon
termination of this Agreement, the receiving Party shall return or destroy all of the disclosing
Party's Confidential Information.
8. DISCLAIMER OR 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 RESOLUTION. All disputes relating to the execution, interpretation, performance, or
nonperformance of this Agreement involving or affecting the Parties may first be submitted to
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
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Agreement or their successors in office. The signatories of this Agreement may meet promptly
and confer in an effort to resolve such dispute.
11. TERMINATION OR CANCELLATION OF AGREEMENT.
11.1. Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services
described in the attached Exhibits, upon one hundred twenty (120) days written notice, if
either Party decided, in its sole discretion, to terminate this Agreement or one of the
Exhibits, for any reason including convenience.
11.2. Early termination fees may apply to Public Body if provided for in the Exhibits.
11.3. The effective date of termination and/or cancellation shall be clearly stated in the written
notice. Either the County Executive or the Board of Commissioners is authorized to
terminate this Agreement for County under this provision. A termination of one or more of
the Exhibits which does not constitute a termination of the entire Agreement may be
accepted on behalf of County by its Director of Information Technology.
12, SUSPENSION OF SERVICES. County, through its Director of Information Technology, may
immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement
or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities
relating to the I.T. Services provided herein: (iii) breach of the terms and conditions of this
Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in
addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 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 FMPLOYFF.-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be
construed as creating an employee -employer relationship between County and Public Body.
15. NO THIRD -PARTY RFNEFICI4RIE . 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 tenn, 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,V ERABH,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 from this
Agreement. All other terns, conditions, and provisions of this Agreement shall remain in full
force.
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.
Page 10 of 12
I.T. SERVICES - INTERLOCAL AGREEMENT
MR 17-263 9/28/2017
19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and
subsections contained in this Agreement are intended for the convenience of the reader and are not
intended to have any substantive meaning. The numbers, captions, and indexes shall not be
interpreted or be considered as part of this Agreement. Any use of the singular or plural, any
reference to gender, and any use of the nominative, objective or possessive case in this Agreement
shall be deemed the appropriate plurality, gender or possession as the context requires.
20. FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither Party
shall be liable to the other for any failure of performance hereunder if such failure is due to any
cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or
mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire,
explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work
stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the
United States government or of any other government. Reasonable notice shall be given to the
affected Party of any such event.
21. NOTICES. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid,
and addressed to the person listed below. Notice will be deemed given on the date when one of the
following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent
express delivery service or personal delivery; or (iii) three days after mailing first class or certified
U.S. mail.
21.1. If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County
Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan,
48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North
Telegraph Road, Pontiac, Michigan 48341.
21.2. If Notice is sent to Public Body, it shall be addressed to: Name of Contract Contact, 123
Contact Address, Anywhere, MI 55555.
21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
22. GOVERNING LAW/CONSF,NT TO JURISDICTION AND VENUE,. This Agreement shall be
governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise
required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising
under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of
Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the
Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the
court. Except as otherwise required by law or court rule, venue is proper in the courts set forth
above.
23. ENTIRE AGREEMENT.
23.1. This Agreement represents the entire agreement and understanding between the Parties
regarding the specific Services described in the attached Exhibits. With regard to those
Services, this Agreement supersedes all other oral or written agreements between the
Parties.
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,
Page I 1 of 12
I.T. SERVICES - INTERLOCAL AGREEMENT
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IN WITNESS WHEREOF, Signer hereby acknowledges that fie/she has been authorized by a resolution
of the Name of Public Body, a certified copy of which is attached, or by approval of the Chief Judge if
the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and
binds Public Body to the terms and conditions of this Agreement.
EXECUTED:
Signer
Signer Title
WITNESSED:
AGREEMENT
ADMINISTRATOR:
(IF APPLICABLE)
DATE:
DATE:
DATE:
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby
accepts and binds Oakland County to the terms and conditions of this Agreement.
EXECUTED:
WITNESSED:
DATE:
David T, Woodward, Chairperson
Oakland County Board of Commissioners
DATE:
Oakland County Board of Commissioners
County of Oakland
Page 12 of 12
I.T. SERVICES - INTERLOCAL AGREEMENT
MR 17-263 9/28/2017
EXHIBIT I
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
INTRODUCTION
The I.T. Service described in this Exhibit (Online Payments) will provide government agencies
with the ability to accept credit card and/or electronic check payments online.
1.0 COUNTY RESPONSIBILITIES,
1.1 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.
1.2 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.
1.3 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.
1.4 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.
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 Public Body will be responsible for placing the URL provided by County onto their
website for this service.
2.2 Public Body will include the URL in printed or electronic communications to the
general public regarding this service.
2.3 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.
3.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (LT.) Department
as described in the Agreement.
4.0 SERVICE ACCESS AND REOUIREMENTS
4.1 Service Access
4.1.1 Access to the I.T. Service is via an internet browser. The URL for the
general public to initiate the Online Payments service will be provided by
County.
I.T. SERVICES AGREEMENT —EXHIBIT I
Page I
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5.0
6.0
EXHIBIT I
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
4A1 2 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.
4.1.3 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.
4.2 Service Requirements
4.2.1 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.
4.2.2 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.
SERVICE COSTS
There is no cost to Public Body for this I.T. Service.
SHARING OF NET ENHANCED ACCESS FEES
6.1 Public Body will receive 50% of Net Enhanced Access Fees collected from
Online Payments. 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:
6.2 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.
6.3 Definitions.
6.3.1 Gross Enhanced Access Fees Collected — All fees added to transactions
processed for your agency paid by end -user
6.3.2 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
6.3.3 Transactional Fees Deducted from Gross Enhanced Access Fees — Result
of applying percentage to Gross Enhanced Access Fees Collected
I.T, SERVICES AGREEMENT — EXHIBIT I
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EXHIBIT 1
I.T. SERVICES AGREEMENT
ONLINE PAYMENTS
6.3.4 Net Enhanced Access Fees Remaining —Result of subtracting costs of
transactional fees from Gross Enhanced Access Fees Collected
6.3.5 50% Shared Back with Public Body- Percentage of Total Net Enhanced
Access Fees to be shared with your agency.
6.3.6 Fees Shared Back with Public Body —Funds your agency will receive.
6.4 Illustration. Below is an example of how the Net Enhanced Access Fees will be
shared:
$5,000 Gross Enhanced Access Fees Collected
x 39% County's Cost for Transactional Fees
- $1950 Transactional Fees Deducted from Gross Enhanced Access Fees
$3050 Net Enhanced Access Fees Remaining
x50% 50% Shared Back with Public Body
$1525 Fees Shared Back with Public Body
7.0 PROVISION AND MAINTENANCE OF DATA
7.1 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.
7.2 Public Body shall provide County with all necessary bank account and routing
numbers to give effect to this Agreement.
8.0 LICENSE 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.
I.T. SERVICES AGREEMENT —EXHIBIT 1
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EXHIBIT II
I.T. SERVICES AGREEMENT
OVER THE COUNTER PAYMENTS
INTRODUCTION
The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government
agencies with the ability to take credit card payments at the counter and over the phone.
1.0 COUNTY RESPONSIBILITIES
1.1 County will provide an I.T. Service where the general public can make Over the
Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses,
permits or traffic tickets by means of a credit card.
1.2 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.
1.3 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.
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 Public Body shall respond to all questions from the general public regarding
payments.
3.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department
as described in the Agreement.
4.0 SERVICE ACCESS AND REOUIREMENTS
4.1 Service Access
4.1.1 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.
4.1.2 The URL for Public Body to view activity reports and to perform all
administrative functions will be provided by County.
4.1.3 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.
4.2 Service Requirements
4.2.1 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.
I.T. SERVICES AGREEMENT — EXHIBIT 11
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EXHIBIT 11
I.T. SERVICES AGREEMENT
OVER THE COUNTER PAYMENTS
4.2.2 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.
5.0 SERVICE COSTS
There is no cost to Public Body for this I.T. Service.
6.0 SHARING OF NET ENHANCED ACCESS FEES
6.1 Public Body will receive 50% of Net Enhanced Access Fees collected from Over
the County Online Payments. 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:
6.2 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.
6.3 Definitions.
6.3.1 Gross Enhanced Access Fees Collected — All fees added to transactions
processed for your agency paid by end -user
63.2 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
6.3.3 Transactional Fees Deducted from Gross Enhanced Access Fees — Result
of applying percentage to Gross Enhanced Access Fees Collected
6.3.4 Net Enhanced Access Fees Remaining— Result of subtracting costs of
transactional fees from Gross Enhanced Access Fees Collected
6.3.5 50% Shared Back with Public Body- Percentage of Total Net Enhanced
Access Fees to be shared with your agency.
6.3.6 Fees Shared Back with Public Body — Funds your agency will receive.
I.T. SERVICES AGREEMENT —EXHIBIT II
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MR 17-263 9/28/2017
EXHIBIT II
I.T. SERVICES AGREEMENT
OVER THE COUNTER PAYMENTS
6.4 Illustration. Below is an example of how the Net Enhanced Access Fees will be
shared:
$5,000 Gross Enhanced Access Fees Collected
x 39% County's Cost for Transactional Fees
$1950 Transactional Fees Deducted from Gross Enhanced Access Fees
$3050 Net Enhanced Access Fees Remaining
x50% 50% Shared Back with Public Body
$1525 Fees Shared Back with Public Body
7.0 PROVISION AND MAINTENANCE OF DATA
7.1 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.
7.2 Public Body shall provide County with all necessary bank account and routing
numbers to give effect to this Agreement.
8.0 LICENSE 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.
I.T. SERVICES AGREEMENT — EXHIBIT 11
Page 3
MR 17-263 9/28/2017
EXHIBIT III
I.T. SERVICES AGREEMENT
PAY CURRENT TAXES
INTRODUCTION
The I.T. Service described in this Exhibit (Pay Current Taxes) will provide government agencies
with the ability to take credit card and/or electronic check tax payments online and via telephone
with a real time update of the payment information in BS&A.
L0 COUNTY RESPONSIBILITIES
1.1 County will provide an I.T. service where the general public can pay government
taxes by credit card or electronic check via the Internet.
1.2 County will provide a telephone number where the general public can pay for
government taxes by means of a credit card or electronic check.
1.3 When tax payments are made to Public Body through this I.T. Service, County
will post the payment without Public Body entering the data separately.
1.4 County shall provide a telephone number for the general public to call with
questions regarding the payment procedure. County shall refer all questions
regarding the amount of payment due to Public Body,
1.5 County will provide Public Body with access to a password protected web site
where Public Body can issue credits as required and can view daily, weekly, and
monthly transaction activity of payments.
1.6 The Enhanced Access Fee charged to the general public shall be an amount
established by County Board of Commissioners (MISCELLANEOUS
RESOLUTION 907121, County Board of Commissioner Minutes, May 24, 2007,
p. 246) or as revised by County Board of Commissioners.
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 Public Body will be responsible for placing the URL provided by County onto their
website for this service.
2.2 Public Body shall respond to all questions from the general public regarding
payments.
3.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department
as described in the Agreement.
4.0 SUPPORT SERVICES AND REOUIREMENTS
4.1 Service Access
4.1.1 Access to the I.T. Service will be via an internet browser. The URL to
initiate the I.T. Service is: https://www.PayLocatTaxes.com
4.1.2 The URL for Public Body to view activity reports and to perform all
administrative functions will be provided by Comity.
4.2 Service Requirements
I.T. SERVICES AGREEMENT — EXHIBIT III
Page I
MR 17-263 9/28/2017
EXHIBIT III
I.T. SERVICES AGREEMENT
PAY CURRENT TAXES
4.2.1 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.
4.2.2 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.
5.0 SERVICE COSTS
There is no cost to Public Body for this T.T. Service.
6.0 SHARING OF NET ENHANCED ACCESS FEES
6.1 Public Body will receive 50% of Net Enhanced Access Fees collected from
Online Payments. 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:
6.2 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.
6.3 Definitions.
6.3.1 Gross Enhanced Access Fees Collected — All fees added to transactions
processed for your agency paid by end -user
6.3 2 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
6.3.3 Transactional Fees Deducted from Gross Enhanced Access Fees — Result
of applying percentage to Gross Enhanced Access Fees Collected
6.3.4 Net Enhanced Access Fees Remaining — Result of subtracting costs of
transactional fees from Gross Enhanced Access Fees Collected
6.3.5 50% Shared Back with Public Body- Percentage of Total Net Enhanced
Access Fees to be shared with your agency.
6.3.6 Fees Shared Back with Public Body — Funds your agency will receive
I.T. SERVICES AGREEMENT — EXHIBIT III
Page 2
MR 17-263 9/282017
EXHIBIT III
7.0
8.0
I.T. SERVICES AGREEMENT
PAY CURRENT TAXES
6.4 Illustration.
Below is an example of how the Net Enhanced Access Fees will be
shared:
$5,000
Gross Enhanced Access Fees Collected
x 39%
County's Cost for Transactional Fees
- $1950
Transactional Fees Deducted from Gross Enhanced Access Fees
$3050
Net Enhanced Access Fees Remaining
x50%
50% Shared Back with Public Body
$1525
Fees Shared Back with Public Body
PROVISION AND MAINTENANCE OF DATA
7.1 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.
7.2 Public Body shall provide County with all necessary bank account and routing
numbers to give effect to this Agreement
LICENSE 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.
I.T. SERVICES AGREEMENT— EXHIBIT III
Page 3
MR 17-263 9/28/2017
EXHIBIT IV
I.T. SERVICES AGREEMENT
JURY MANAGEMENT SYSTEM
INTRODUCTION
County has entered into a contract, which includes any amendments to said contract (collectively
referred to as the "Vendor Contract"), with a third -party vendor (the "Vendor") to provide a
Comprehensive Jury Information System (hereinafter "Jury System") to manage information
concerning potential and selected jurors as well as to enable communications between County and
jurors. Public Body would like to utilize the Jury System to provide information and facilitate
communication with potential jurors of Public Body's District Court.
1.0 COUNTY RESPONSIBILITIES
1.1 County will provide Public Body with access to the Jury System in accordance with
the Agreement (including this exhibit), which should allow Public Body to provide
information and facilitate communication with potential jurors of Public Body's
District Court.
2.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department as
described in the Agreement.
3.0 SERVICE AND SUPPORT COSTS
In order to utilize the Jury System, Public Body shall pay to County $2,000 per year. This
amount will be billed on a quarterly basis by County to Public Body.
4.0 LICENSE USE AND ACCESS
4.1 Vendor has authorized County to grant to Public Body a nonexclusive nontransferable,
license to access and use the Jury System software.
4.2 Public Body shall comply with all terms and conditions in the Vendor Contract that
are applicable to Public Body's access to and use of the Jury System software. County
will provide Public Body with access to the applicable terms and conditions in the
Vendor Contract, which is incorporated into this exhibit by reference.
4.3 Public Body will not, by itself or through any affiliate, agent or third party, directly or
indirectly do any of the following:
4.3.1 reverse engineer, decompile, disassemble alter or tamper with the Jury System
software, in whole or in part, or otherwise obtain or attempt to obtain the
source code for the Jury System software;
4.3.2 allow access to the Jury System software by any party;
4.3.3 permit any party to benefit from the use or functionality of the Jury System
software via a timesharing, service bureau, or other arrangement;
4.3.4 transfer any of the rights granted to Pubic by way of sublicense; or
4.3.5 obscure, remove or alter any of the trademarks, trade names, logos, patent or
copyright notices or other confidential or proprietary notices or legends on or
encoded in the Jury System software or otherwise on the July System software.
I.T. SERVICES AGREEMENT —EXHIBIT IV
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EXHIBIT V
I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
INTRODUCTION
The purpose of the Collaborative Asset Management System ("CAMS") I.T. Service is for County
to provide Public Body with use of the CAMS together with related training and other related
services, as needed. The CAMS will provide for the collaborative use of information related to
public assets, such as water, sanitary sewer, and/or storm sewer infrastructure, that is managed by
various governmental entities participating in the CAMS (herein referred to as "participating
governmental entities") within the County of Oakland in order to promote the effective
maintenance and care of these assets.
County entered into an agreement with Azteca Systems LLC that permits County to deploy
Cityworks Software and Related Materials to Public Body. The Public Body will need access to
and use of the Cityworks Software and Related Materials to use and participate in the CAMS. The
Parties desire for Public Body to be authorized to access and use Cityworks Software and Related
Materials as specified in the Azteca Master Purchase Agreement (Contract 4 005702), which can
be provided to Public Body upon request.
1.0 COUNTY RESPONSIBILITIES
1.1 County will host, support, and make available to Public Body the CAMS and will
provide training and service as appropriate in accordance with the terms in this
Exhibit and the Agreement for I.T. Services between Oakland County and Public
Body (hereinafter the "Agreement").
1.2 County will allow Public Body to access the CAMS via an internet browser.
County will provide Public Body with a secure internet-based application and an
application login for use on computing hardware that is to be provided by Public
Body as part of its own computer system.
1.3 County will provide CAMS administration and configuration services that are
common and universal to all participating governmental entities. County may also
provide Public Body with access to administration tools that will allow Public Body
to make customizations to its specific workflow templates.
1.4 County will maintain current Cityworks Software licensing and maintenance fees,
except where this commitment conflicts with the termination clauses specified in
this Exhibit or the Agreement.
1.5 County will maintain the CAMS hardware environment consistent with the
recommended specifications provided by Azteca Systems LLC to support the
Cityworks Server.
1.6 County will provide CAMS Administrator training to Public Body on an as -needed
basis. Whenever possible, training will be provided in a group setting (online or
in -person, at County's sole discretion) or at the Oakland County Information
Technology Building in Waterford Township, Michigan. Training materials may
be provided as necessary to assist in the education process.
1.7 Upon termination of this Exhibit or the Agreement and after Public Body has paid
all of the CAMS costs/fees due and owing to County as provided in this Exhibit,
I.T. SERVICES AGREEMENT — EXHIBIT V
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EXHIBIT V
I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
County will provide Public Body with all of Public Body's records, data, database
tables, and database schemas contained in the CAMS, in a format agreed upon by
both Parties.
1.8 County will send written notification to Public Body if Public Body fails to keep
its data reasonably up to date. Public Body must bring its data reasonably up to
date within 90 days after County sends the written notification, otherwise County
may revoke Public Body's access to the CAMS until Public Body's data is brought
reasonably up to date.
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 Public Body shall make payments to the County in accordance with the terms set
forth in this Exhibit.
2.2 Public Body shall maintain internet browser version consistent with the County's
standards.
2.3 Public Body shall maintain the security of its data and its system security.
2.4 Public Body will be responsible for ensuring that computers accessing the CAMS
meet the minimum system requirements as defined on the Azteca Systems LLC
website.
2.5 Public Body shall be responsible for customizations to Public Body specific
workflow templates by using the administration tools provided by County.
2.6 Public Body warrants that it will use best efforts to ensure the currency and
accuracy of the data it provides for use in the CAMS.
2.7 Public Body shall monitor access to the CAMS and limit access to data to
authorized individuals only.
2.8 Public Body shall not distribute data belonging to other governmental entities.
However, distribution of Public Body's data is at the discretion of Public Body.
2.9 Public Body shall cooperate in investigations of potential misuse of the CAMS,
Cityworks Software and Related Materials, or data.
2.10 Public Body shall maintain a unique password in the County's Identity and Access
Management (IAM) user store by self -registering in the Service Center.
2.11 Public Body shall immediately route communications, including Freedom of
Information Act ("FOIA") requests, made by the public to the governmental entity
that owns the infrastructure in question, also known as the "Asset Owner" as
indicated in the CAMS data.
2.12 Public Body shall cooperate with other participating governmental entities in the
use of the CAMS.
2.13 Public Body shall designate one representative to act as a primary point of contact
and "CAMS Administrator," whose responsibilities will include:
• Direct coordination and interaction with County staff;
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EXHIBIT V
I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
• Knowledge and access to log incidents within the Service Center;
• Providing "initial support services" to Public Body CAMS users prior to
logging a Service Center Incident with the Service Center;
• Communication with other CAMS users within Public Body;
• Attending appropriate training classes;
• Requesting CAMS technical support from the Service Center; and
• Application testing in conjunction with County enhancements and upgrades.
2.14 In the event of termination or cancellation by Public Body pursuant to the terms in
the Agreement:
2.14.1 Public Body's notice of termination does not relieve the Public Body of any
of its financial obligations to the County as provided in this Exhibit, which
include, but are not limited to, Public Body's obligation to pay any annual
fee, prorated up to the date of termination that becomes due and owing to
the County during the termination notice period.
2.14.2 Unless otherwise stated in this Exhibit or the Agreement, Public Body shall
have the right to continue to use the CAMS during the termination notice
period and, provided Public Body is current with its payments to County,
the County shall continue to provide the services described in this Exhibit
through the date of termination. This paragraph does not impair or affect the
County's right to suspend I.T. Services as provided in the Agreement.
3.0 CAMS APPLICATION MAINTENANCE & AVAILABILITY
3.1 County reserves the following scheduled maintenance windows to perform CAMS
maintenance activities: Monday — Friday: 5:00 a.m. to 7:00 a.m.
3.2 As necessary, a group of CAMS Administrators from various participating
governmental entities will be enlisted to test upgrades that will eventually be
deployed to the entire CAMS user community. This group may be asked to test at
their office location or at County.
4.0 CAMS AUDITING
4.1 County may conduct scheduled and unscheduled audits of user -maintained CAMS
data to ensure integrity and reliability.
4.2 County may conduct scheduled and unscheduled security audits of the CAMS to
ensure system security is maintained.
4.3 County may audit the usage of the CAMS to ensure Public Body compliance with
the Azteca Master Purchase Agreement.
5.0 SUPPORT
5.1 The CAMS will be supported by County's Information Technology (I.T.)
Department, as described in the Agreement and as further described below.
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I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
5.2 Service Center Response Times
5 2.1 Service Center incidents are prioritized based on impact and urgency. For
High priority incidents, the target acknowledgement time is within 30
minutes during normal business hours and the target resolution time is
within 4 business hours. For Normal priority incidents, the target
acknowledgement time is within 2 business hours and the target resolution
time is within 2 business days.
5 2.2 If for any reason a problem cannot be resolved within the target resolution
time, a weekly status report will be provided (via email) until an adequate
resolution is found.
5.3 Knowledge Documents/Information Resources
5.3.1 Service Center will maintain knowledge documents that provide support for
common questions. New common questions will be posted to the
knowledge documents on a regular basis.
5.4 Onsite Support
5.4.1 County will provide onsite support to Public Body on an as -needed basis
and at County's discretion. Onsite support visits can be up to four hours
long and must be scheduled one week before the onsite visit. Public Body
shall contact the Service Center to schedule an onsite support visit.
5.5 Incident Reporting
5.5.1 In addition to the incident reporting procedures and requirements in the
Agreement, Public Body shall also state that the incident is regarding the
"CAMS" and, if possible, the specific module and/or incident category to
which the incident is associated, as provided below:
Anplieation.CAMS.Access : CAMS Access support
Application. CAMS. Deshmer: CAMS Designer support
Avolication.CAMS.Inbox : CAMS Inbox support
Application.CAM.S.lnsvection : CAMS Inspection support
Applieation.C'AMS.Mappil7i� : CAMS Mapping support
Application. CAMS, Other: CAMS General support
Application. CAMS.Permiltine : CAMS Permit support
Avplication.CAMS.Reoortinz : CAMS Reporting support
Application.CAMS.Service Reauest : CAMS Service Request support
Avvlieation.C'AMS.Storeroorn : CAMS Storeroom support
Application.CAMS.Work Order: CAMS Work Order support
5.6 After -Hours Technical Support
5.6.1 For the purposes of this Exhibit only, "after-hours" is defined as anytime
outside of the County's normal business hours of 8:30 a.m. to 5:00 p.m.,
EST, Monday through Friday, excluding holidays. After-hours technical
support is intended to only address problems such as unexpected system
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I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
downtime or unexpected application error messages. After-hours technical
support does not include "how to" application support or password resets.
Such requests will be addressed during the County's normal business hours.
If the CAMS is unavailable during after-hours, Public Body should call the
Service Center phone at 248.858.9812. This call will be routed to the on -
call System Administrator who will attempt to repair the problem. Emails
and Service Center Incidents will not be addressed until County's normal
business hours.
6.0 SERVICE AND SUPPORT COSTS
Application Description
Provision
Software Support
and Maintenance
CAMS Support,
Enhancement
and/or Training
Services
County Cost
Recovery for
Termination or
Expiration
Annual software
support and
maintenance fee for the
use of the Cityworks
software and Related
Materials.
Incremental CAMS
support, enhancements
and/or training that
exceeds the services
defined in this Exhibit.
One-time fee to be paid
to the County if Public
Body terminates the
Agreement or opts out
of CAMS upon
expiration of the term
of the Agreement and
any applicable
amendments.
7.0 LICENSE USE AND ACCESS
Cost
$TBD/year for the first
three years. Future
support cost may increase
after third year, not to
exceed CPI.
Level of effort will be
mutually agreed upon by
the County and Public
Body prior to work being
started. Work will be
billed at the current IT
Direct Labor Rates.
Level of effort is
generally estimated at 40
hours. Work will be
billed at the current IT
Direct Labor Rates. If
there are extenuating
circumstances, the level
of effort will be mutually
agreed upon by the
County and Public Body
prior to work being
started.
Payment Terms
Public Body will be
invoiced annually.
Public Body will be
billed quarterly by
Information
Technology
Public Body will be
invoiced for this
one-time fee as part
of the quarterly
billing cycle.
7.1 As an Authorized Entity, Public Body is or may be granted permission, by the
County, to use the Cityworks Software and Related Materials as defined in and in
accordance with the Azteca Master Purchase Agreement or any amendments
thereto, which can be f or provided to the Public Body upon request. County will
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I.T. SERVICES AGREEMENT
COLLABORATIVE ASSET MANAGEMENT SYSTEM (CAMS)
provide notice to Public Body when it becomes aware of applicable amendments
to the terms and conditions of the Azteca Master Purchase Agreement.
7? County may enter into new agreements in the future with Azteca Systems LLC or
other vendor(s) involving the Cityworks Software or similar applications for the
CAMS. Any new agreements with Azteca Systems LLC or other vendor(s) may
require Public Body to agree to and comply with terms in the new agreements. In
order to access or use the Cityworks Software or similar applications, Public Body
shall agree to and comply with any new agreements between the County and Azteca
Systems LLC or other vendor(s), which can be provided to the Public Body upon
request. County will provide notice to Public Body when it becomes aware that
Public Body must comply with new agreements between the County and Azteca
Systems LLC or other vendor(s) for the CAMS.
7.3 Customized tools and functionality may also be integrated and accessible to Public
Body within the Cityworks Software.
7.4 Participating governmental entities and their employees that provide services
involving mutual aid, public safety, public health and public infrastructure to
other participating governmental entities are eligible to access other participating
governmental entities' data in the County's enterprise GISCounty grants to Public
Body a nonexclusive license to use County developed applications needed to
receive this I.T. Service. This license cannot be provided to any other party
without County's consent in writing.
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EXHIBIT VI
I.T. SERVICES AGREEMENT
REMEDIAL SUPPORT SERVICES
INTRODUCTION
On a case by case basis and upon request, County is willing to provide remedial support services,
as set forth in this Exhibit, for Public Body's computer infrastructure when such infrastructure is
not functional or its operation is impaired.
"Computer Infrastructure," as used in this Agreement, means hardware, software, and other
equipment/property, whether leased, licensed, or owned by Public Body, which is used for IT
services to support Public Body's functions and services, including but not limited to networks
(local and wide area) for data, video, and voice communications, servers, server administration,
workstation hardware and software, database administration, IT security, disaster recovery, and
operating systems.
"Remedial Support Services," as used in this Agreement, means recommendations for services or
actions that will return Public Body's Computer Infrastructure to an operational level and may
include any or all of the following: reviewing, evaluating, monitoring, troubleshooting, and
recommending procedures, plans, platforms, tools, configurations, or methodologies for Public
Body's Computer Infrastructure or the security thereof.
1.0 COUNTY RESPONSIBILITIES
l .l . The Remedial Support Services will be provided by County upon request by the
Points of Contact or the highest elected or appointed official of Public Body and
on a case by case basis when the Computer Infrastructure is not functional or its
operation is impaired. The Remedial Support Services will be provided by
County's Information Technology (1.T.) Department.
1.2. The Remedial Support Services will be limited to addressing issues identified in
Public Body in its request for services. If County identifies or discovers other
issues with the Computer Infrastructure that were not identified by Public Body in
its request, County will request written authorization from the Points of Contact or
the highest elected or appointed official of Public Body prior to providing
Remedial Support Services for such issues.
1.3. Upon completion of the Remedial Support Services, County shall provide Public
Body with a written document setting forth its conclusions and suggested actions
("Summation Document") that Public Body may take to return the Computer
Infrastructure to an operational level. County will not act upon or perform any
conclusions or suggested actions contained in the Summation Document, unless
prior written authorization is received from the Points of Contact or the highest
elected or appointed official of Public Body.
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REMEDIAL SUPPORT SERVICES
2.0 PUBLIC BODY RESPONSIBILITIES.
2.1. Public Body shall designate two representatives to act as a primary and secondary
Points of Contact with County for the Remedial Support Services provided under
this Exhibit and shall fulfill the responsibilities provided in Section 3.7 of the
Agreement.
2.2. If Public Body requires services under this Exhibit, Public Body must request such
services in the manner provided herein
2.3. Public Body shall provide access to Public Body's facilities and provide
information and documentation to County that are necessary for the provision of
Remedial Support Services.
3.0 SERVICE ACCESS
3.1. Persons Authorized to Request Remedial Support Services. Only the Points of
Contact or the highest elected or appointed official of Public Body may request
Remedial Support Services under this Exhibit. Request for Remedial Support
Services shall be made in the manner provided herein.
3.2. Requests for Services. Requests for Remedial Support Services must be made to
the Service Center, to the phone number or e-mail provided below, by the Points of
Contact or the highest elected or appointed official of Public Body. If it is not
practicable or possible for a request for service to be made through the Service
Center, the request must be made by the Points of Contact or the highest elected or
appointed official of Public Body in writing or verbally to the County Chief
Information Officer or County IT Director or their designees. If the request is
made verbally, then as soon as possible thereafter such request shall be reduced to
writing and transmitted to County to the County Chief Information Officer or
County IT Director or their designees. The Service Center is staffed to provide
support during County's normal business hours of 8:30 a.m. EST to 5:00 p.m.
EST, Monday through Friday, excluding holidays. The Service Center can receive
requests for Remedial Support Services 24 hours a day, 7 days a week. Depending
on severity, requests received outside of County's normal business hours may not
be responded to until the resumption of County's normal business hours.
Service Center Information
Service Center Phone Number 248-858-8812
Service Center Email Address servicecenter i oakgov.com
3.3. Format & Content for Request for Remedial Services. All requests for Remedial
Support Services, whether made through the Service Center or through another
avenue and whether initially made in writing or verbally, must identify, to the best
of Public Body's ability, the issues surrounding the operation of Public Body's
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EXHIBIT VI
I.T. SERVICES AGREEMENT
REMEDIAL SUPPORT SERVICES
Computer Infrastructure, so as to permit County to provide Remedial Support
Services in the most efficient and effective manner.
4.0 ACKNOWLEDGEMENT OF THIRD PARTY AGREEMENTS
Both Parties acknowledge that Public Body may have agreements with third parties concerning its
Computer Infrastructure, such as hardware maintenance agreements and software licenses and that
County has no knowledge of any such agreements and has no duty to determine the existence of
any such agreements. The Parties also acknowledge that County's Remedial Support Services
could effect such agreements and that the County shall not be liable for any violations or costs/fess
associated with the violations of such agreements stemming from the provision of Remedial
Support Services.
5.0 SERVICE SUPPORT COSTS
Public Body shall be responsible for the actual costs incurred by County associated with providing
Remedial Support Services, including the hourly rate for persons providing the Remedial Support
Services. The County IT Department shall invoice Public Body for such costs. The invoice shall
contain a summary of the services and costs incurred by County. Public Body shall pay the invoice
at the location and within the time period stated in the Agreement. The County IT Department
may waive these costs or a portion thereof in its discretion.
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EXHIBIT VII
I.T. SERVICES AGREEMENT
OAKNET CONNECTIVITY
INTRODUCTION
The I.T. Service described in this Exhibit (OakNet Connectivity) will provide network transport
services to government agencies for the purpose of accessing applications and ISP services
provided by Oakland County.
1.0 COUNTY RESPONSIBILITIES
1.1 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.
1.2 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.
1.3 County shall provide a single port by which Public Body may connect its internal
network to OakNet
1.4 County shall use reasonable means to provide the I.T. Service for the transmission
of information 24 hours a day, 7 days a week.
1.5 County and authorized Vendors shall present identification to Public Body for
physical access to the OakNet Connectivity equipment for emergency service and
scheduled maintenance.
1.6 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,
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 Public Body shall provide adequate space and electrical power for the County to
place equipment, an equipment cabinet, and cable.
2.2 Public Body shall promptly provide County staff and authorized third party with
physical access to County equipment for emergency service and scheduled
maintenance.
2.3 Public Body shall not mount any equipment in the County's equipment cabinet
2.4 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.
2.5 Public Body shall configure Public Body workstations and other equipment to
operate properly on the internal network, including assignment/configuration of the
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EXHIBIT VII
I.T. SERVICES AGREEMENT
OAKNET CONNECTIVITY
local IP addresses, Network Address Translation (NAT), or Domain Name Services
(DNS) and as required to access this I.T. Service.
2.6 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.
2.7 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.
2.8 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.
3.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.)
Department as described in the Agreement.
4.0 SERVICE AND 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.
5.0 LICENSE USE AND ACCESS
5.1 County grants to Public Body a nonexclusive license to use the County developed
software applications, if any, needed to receive this I.T. Service. This license
cannot be provided to any other party without County's consent in writing.
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EXHIBIT IX
I.T. SERVICES AGREEMENT
INTERNET SERVICE
INTRODUCTION
The I.T. Service described in this Exhibit (Internet Services) will provide Internet Service
connectivity to government agencies for the purpose of accessing Websites and E-Mail services.
1.0 COUNTY RESPONSIBILITIES
1.1 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.
1.2 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.
1.3 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
Body for incoming Internet traffic.
2.0 PUBLIC BODY RESPONSIBILITIES
2.1 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.
3.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.)
Department as described in the Agreement.
4.0 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.
5.0 LICENSE USE AND ACCESS
5.1 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.
I.T. SERVICES AGREEMENT — EXHIBIT 1X
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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 or Policv
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 ADDlications 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.
I.T. SERVICES AGREEMENT-EXMIT X
Approved by CLEMIS Strategic Planning Committee 03/11/21
Approved by CLEMIS Advisory Committee—4/15/21
MR 17-034 02/15/2017 PAGE I 1
EXHIBIT X
I.T. SERVICES AGREEMENT
CLEMIS
1.8, CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at
www.oakaov.com/clemis or www.clemis.ora.
1.9. Criminal Justice Information Services ("CJIS") 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 ("01") 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 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. Compliance 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 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. 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
I.T. SERVICES AGREEMENT -EXHIBIT X
Approved by CLEMIS Strategic Planning Committee 03/11/21
Approved by CLEMIS Advisory Committee — 4/15/21
MR 17-034 02/15/2017 PAGE 12
EXHIBIT X
I.T. SERVICES AGREEMENT
CLEMIS
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 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. Seen rity/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 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/EXDUngment/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. t 1. Provision of Hardware/Fouinment. 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 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.
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I.T. SERVICES AGREEMENT
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. Cooueration. Public Body shall fully cooperate with County concerning the performance
of this Agreement.
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. Third Party Requests to County for Public Body Data.
4.2.1. Michigan Freedom of Information Act Requests. County will respond
pursuant to applicable law, to Michigan Freedom of Information Act ("FOIA")
requests addressed and received by County, Subject to applicable law, if County
receives a request for Public Body's data possessed by County, County will
provide written notice to the requesting person identifying the Public Body and
stating that the requesting person shall submit their request to the Public Body.
Public Body shall be responsible for responding to all FOIA requests received
by the Public Body.
4.2.2. Other Leeal Reauests (Excludine FOIA Reauests) to County for Public
Body Data. County will respond pursuant to applicable law to any subpoena,
court order, or other legal request addressed to and received by County for Public
Body's data possessed by County. Before responding to said legal request,
County will use commercially reasonable efforts to inform Public Body of the
request for the purpose of providing Public Body an opportunity to contest the
legal request and/or to provide County with information that could impact
County's response to the legal request. For the avoidance of doubt, this paragraph
4.2.2. does not apply to FOIA requests, which are governed by paragraph 4.2.1.
(above).
4.2.3. Section 4.2 only applies to Public Body's data possessed by County for the
purposes of providing services under Exhibit X (CLEMIS) and not to any other
exhibit. Additionally, this section 4.2 does not apply to the CLEMIS Crash
Purchase Application, which is governed by section 6 (below).
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
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I.T. SERVICES AGREEMENT
CLEMIS
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. Except as otherwise provided in this
Exhibit, the Agreement, or as directed in Addendum A, County will not provide Public
Body's 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. County may provide Public
Body's data to County contractors and vendors for the purposes of providing services to
Public Body, the County, and/or for improving CLEMIS Applications and services.
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 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 141PAA
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 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.
I.T. SERVICES AGREEMENT -EXHIBIT X
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I.T. SERVICES AGREEMENT
CLEMIS
4.8. Sharine Data with other CLEMIS Members. Public Body acknowledges and agrees that
County may share Public Data with other CLEMIS members upon the recommendation and
counsel of the CLEMIS Advisory Committee.
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. 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 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 Problems. Subject to Section 18 (Force
Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than
I.T. SERVICES AGREEMENT -EXHIBIT X
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I.T. SERVICES AGREEMENT
CLEMIS
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 ResardinE Payment 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 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,
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
I.T. SERVICES AGREEMENT-EX141BIT X
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I.T. SERVICES AGREEMENT
CLEMIS
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 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 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.
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.
7. CLEMIS ADVISORY COMMITTEE.
7.1. Establishment and Purpose of CLEMIS Advisory Committee. The CLEMIS Advisory
Committee was established to obtain advice and guidance from CLEMIS Members
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CLEMIS
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. 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 set -vices 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.
LT. SERVICES AGREEMENT -EXHIBIT X
Approved by CLEMIS Strategic Planning Committee 03/11/21
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EXHIBIT X
I.T. SERVICES AGREEMENT
CLEMIS
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 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 detennined 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 Upon 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.
I.T. SERVICES AGREEIVIENT-EXHIBIT X
Approved by CLEMIS Strategic Planning Committee 03/11/21
Approved by CLEMIS Advisory Committee-4/15/21
tvR 17-034 02/15/2017 PAGE 110
EXHIBIT XI
I.T. SERVICES AGREEMENT
ArcGIS ONLINE
INTRODUCTION
ArcGIS Online ("AGO") is a web based, collaborative Geographic Information System (GIS) that
allows users having an AGO Named User account to create and share maps, applications (apps),
layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure
cloud.
County entered into an agreement with ESRI that permits County to deploy AGO to Public Body
(County Contract No. 005562, Enterprise Agreement No. 00270489.0, and herein referred to as
the "Enterprise Agreement," to which the County will provide Public Body with access. The
Parties desire for Public Body to be authorized to access and use AGO as specified in the Enterprise
Agreement.
County will provide Public Body with AGO Named User accounts that will allow Public Body to
access the County's AGO portal without having to purchase, manage or maintain its own AGO
Named User accounts.
The Enterprise Agreement includes a License Agreement (herein referred to as the "License
Agreement") and a CVT Acknowledgment Statement, which is attached and incorporated as
Addendum A, that Public Body must comply with in order to access and use AGO.
1.0 DEFINITIONS
1.1 'Deploy," "Deployment," or "Deployed" means County assigning, managing, and
maintaining AGO Named User accounts for access to and use of County's AGO
portal by Public Body.
1.2 "Tier 1 Support" means the Technical Support provided via the Oakland County
Service Center to Public Body to resolve reported incidents involving Public
Body's access to or use of County's AGO portal.
2.0 COUNTY RESPONSIBILITIES
2.1 County will deploy AGO Named User accounts to Public Body through County's
Service Center as specified in the Enterprise and License Agreements without fee
or cost to Public Body. 'rhe deployment of AGO Named User accounts by County
to Public Body will terminate as specified in the Enterprise or License
Agreements, the Agreement, or this Exhibit.
3.0 PUBLIC BODY RESPONSIBILITIES
3.1 Public Body Compliance. Public Body and its employees and contractors shall
comply with the terms and conditions in this Exhibit, the CVT Aelmowledgement
Statement, the License Agreement, any amendments or new agreements mentioned
in this Exhibit, and any applicable laws, rules, and regulations when accessing or
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I.T. SERVICES AGREEMENT
ArcGIS ONLINE
using AGO. Public Body's access and use of AGO may be suspended or terminated
if County is in breach of the Enterprise Agreement or if Public Body is in breach
of this Exhibit, the CVT Acknowledgement Statement, the License Agreement, any
amendment or new agreements mentioned in this Exhibit, or any applicable laws,
rules, and regulations when accessing or using AGO. Public Body acknowledges
and agrees that it has reviewed the License Agreement.
3.2 Amendments to Enterprise or License Agreements. In order to access and use AGO,
Public Body shall agree to and comply with any and all amendments to the
Enterprise or License Agreements relating to the access or use of AGO. County
will provide Public Body with access to amendments to the Enterprise or License
Agreements that are applicable to Public Body's access to or use of AGO. County
will use reasonable efforts to provide notice to Public Body when County becomes
aware of applicable amendments to the terms and conditions of the Enterprise or
License Agreements.
3.3 New Agreements. County may enter into new agreements in the future with ESRI
involving AGO. New agreements between County and ESRI may require Public
Body to agree to and sign (if necessary) new CVT Acknowledgment Statements,
License Agreements, or other equivalent or similar agreements. In order to access
and use AGO, Public Body shall agree to and comply with new CVT
Acknowledgment Statements, License Agreements, or other equivalent or similar
agreements. County will provide Public Body with access to the new agreements
that Public Body is required to comply with. County will use reasonable efforts to
provide notice to Public Body when it becomes aware that Public Body must
comply with any new agreements.
3.4 Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of AGO, including but not limited
to, restricting Public Body's AGO credit consumption or designating Public Body's
employees and contractors that may report AGO incidents to the Service Center. In
order to access and use AGO, Public Body shall agree to and comply with new or
different standards or guidelines that are provided to Public Body.
3.5 Identity & Access Management ("IAM") Self Service Registration. All employees
and contractors of Public Body must create an LAM account through Service
Center's self- registration to access or use AGO.
3.6 Account Notification Requirements. Public Body shall immediately inform County
via the Service Center if any employee or contractor of Public Body is no longer
employed by the Public Body, no longer requires access to the AGO portal, or
breaches this Exhibit, the CVT Acknowledgement Statement, the Enterprise or
License Agreements, any applicable amendments to those agreements, or any new
agreement mentioned in this Exhibit. County may require Public Body to verify its
inventory of active Public Body AGO Named User accounts periodically.
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T.T. SERVICES AGREEMENT
ArcGIS ONLINE
3.7 Prohibition on Storing Certain Data in AGO. Public Body shall not Upload to,
process, use, or store in AGO any of the following: Personal information (PI) or
Personal identifying information (Pll) as those terms are defined in MCL 445.63,
Protected Health Information (PHI) as defined in 45 CFR 160.103, or Criminal
Justice Information (CJI) which is defined as data or information governed by the
CJIS Security Policy (currently found at: https://www.fbi.gov/services/cjis/ejis-
security-pol icy -resource -center).
4.0 SUPPORT
The T.T. Service will be supported by County's Information Technology (I.T.)
Department as described in the Agreement. County's Information Technology (I.T.)
Department will pass through updates and provide Tier 1 Support to Public Body for
applicable AGO use.
5.0 SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service.
6.0 EXECUTION OF CVT ACKNOWLEDGEMENT STATEMENT
Public Body shall sign and provide the County with the signed original CVT
Acknowledgement Statement (Addendum A), prior to County deploying AGO Named
User accounts to Public Body. The CVT Acknowledgement Statement must be signed by
an authorized representative of Public Body. After Public Body signs and provides the
County with the signed original CVT Acknowledgement Statement (Addendum A),
County will provide the CVT Acknowledgement Statement signed by Public Body to
ESRI.
7.0 LICENSE USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed
applications needed to receive this I.T. Service. This license cannot be provided to any
other party without County's consent in writing.
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ADDENDUM A
CVT ACKNOWLEDGMENT STATEMENT
(ArcGIS Online)
Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New
York Street, Redlands, CA 92373 and County of Oakland, MI ("County"), have entered
into an Enterprise Agreement (EA) identified as Enterprise Agreement No. 330721. Esri has
authorized County to Deploy ArcGIS Online to specific CVTs during the term of the EA.
Deployment by County of ArcGIS Online to each CVT and CVTs use of ArcGIS Online is
subject to the terms of License Agreement contained in the EA and the additional
requirements below.
The CVT, identified below as a Licensee, represents that it has received and read the License
Agreement and understands and agrees to be bound by the terms of the License Agreement and
the below additional requirements for use of ArcGIS Online Deployed by County to it. CVT
agrees that Esri may pursue remedies against CVT for material breach of the License
Agreement or the below additional requirements. All Deployments made by County to CVT
will be made through County's centralized point of contact and will cease upon expiration or
termination of County EA. County shall pass through updates and provide Tier 1 Support to
CVT during the term of the EA for applicable ArcGIS Online use.
The following additional conditions apply:
(1) Beta licenses are not available during the term of the EA. Therefore, Section 1.4 Trial,
Evaluation, and Beta Licenses, in the License Agreement does not apply to CVT.
(2) Section 12. Consultant or Contractor Access in the License Agreement, is modified
to add the following restriction: Access to and use of any ArcGIS Online is restricted
to use by consultants and contractors who are under contract with CVT, for the sole
benefit of CVT while (i) working on -site at CVT's facilities; (ii) remotely accessing
or using ArcGIS Online from CVT"s on -site computers or machines; or (iii) remotely
accessing or using EA Products from a third party's computers or machines. CVT
shall require consultant or contractor to discontinue access to and use of EA Products
upon completion of work for CVT.
(3) CVT remains subject to Export Compliance requirements as outlined in the License
Agreement.
(4) Transfer, redistribution, or assignment of ArcGIS Online and any EA Product to ally
third party without Esri's written permission is prohibited.
(5) During the term of the EA, licenses Deployed by County to CVT may be terminated if
County or CVT is in material breach.
(6) Any and all Amendments to License Agreement relating to the use of ArcGIS Online
signed by the County and Esri shall be binding on the CVT.
(7) CVT, including its consultants, contractors, agents, and volunteers, shall not upload to,
process, or store in ArcGIS Online any Personal identifying information (PII) as
defined in MCL 445.63, Protected Health Information (PHI) as defined in 45 CFR
160.103, or Criminal Justice Information (CJI) defined as data or information governed
by the CJIS Security Policy (which is currently found at:
h ttns:Hwww. fl)j.!,ov/scry i ces-/e i i s/c i t s-sec writ v-nol is v-resource-cenl er).
I.T. SERVICES AGREEMENT -EXHIBIT XI, ADDENDUM A
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ADDENDUM A
CVT ACKNOWLEDGMENT STATEMENT
(ArcGIS Online)
In the event of a conflict in the terms and conditions of this acknowledgment and the License
Agreement, the terms and conditions of this document shall have precedence over those
contained in the License Agreement. No other rights are granted to CVT under this
acknowledgment.
ACCEPTED AND AGREED:
(CVT)
Signature:
Printed Name:
Title:
Date:
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EXHIBIT XII
I.T. SERVICES AGREEMENT
DATA SHARING
INTRODUCTION
The Enhanced Access to Public Records Act, 1996 PA 462, MCL 15.44f1 et seq., and the Urban
Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., allow the County to male Access
Oakland Products and data owned and maintained by the County on or in relation to its Geographic
Information System (GIS) available to Public Body without fee or cost for the purposes and uses
described in this Exhibit.
1.0 DEFINITIONS
1.1 "Geographic Information System Data" or "GIS Data" means any output from the
County's computerized database, developed pursuant to MCL 15.441 et seq., for
the purpose of making public records immediately available for public inspection
or their purchase or copying by digital means.
1.2 "Access Oakland Product" means any specially packaged public record,
information or product, developed pursuant to MCL 15.441 et seq., for the purpose
of making public records immediately available for public inspection or their
purchase or copying by digital means, and available via the County's website.
1.3 "Consultants, Contractors or Subcontractors" mean entities under contract to Public
Body who use Access Oakland Products and/or GIS Data in or for performance of
services pursuant to their contract with Public Body.
1.4 "Third Party" means a person who requests Access Oakland Products and/or GIS
Data from Public Body and is not a Public Body entity or a Consultant, Contractor
or Subcontractor performing services for Public Body.
2.0 COUNTY RESPONSIBILITIES
2.1 The County may provide Public Body, without fee or cost, with data available as
GIS Data and/or Access Oakland Products in retrievable form for public purposes
permitted by law, including but not limited to assessing, planning, zoning,
property inspection, economic or community development, public safety, public
works, parks and recreation, and engineering.
3.0 PUBLIC BODY RESPONSIBILITIES
3.1 All of the Access Oakland Products and GIS Data, including but not limited to text,
data, photographs, maps, images, graphics, audio and video clips, trademarks, logos
and service marks (collectively the "Content") are owned by the County or licensed
to the County by parties who own the Content. The Content is protected by
copyright, trademark, and other intellectual property law. Public Body will
cooperate promptly with any reasonable request by the County in any investigation
of possible infringement of any applicable copyright or other proprietary right
related to Public Body's use of Access Oakland Products and/or GIS Data.
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3.2 All requests for GIS data and/or Access Oakland Products for the uses specified in
Paragraph 2.1 shall be made on behalf of Public Body by a designee of Public Body.
3.3 Requests for GIS Data will be submitted to the One Stop Shop, Oakland County,
Michigan and requests for Access Oakland Products will be submitted to Access
Oakland's Account Services website. Either Party to this agreement may designate
another individual to make or receive such requests by providing prior written
notice.
3.4 Public Body will only use GIS Data and/or Access Oakland Products provided by
the County under this Agreement in the performance of Public Body's authorized
and permitted duties.
3.5 Public Body may provide its Consultants, Contractors, or Subcontractors with
access to the GIS Data and/or Access Oakland Products in accordance with all the
following conditions:
3.5.1 Public Body shall have its Consultants, Contractors, or Subcontractors sign
the Contractor Data Sharing Services Agreement, which is attached and
incorporated into this Exhibit as Attachment A, and forward it to the County
along with Contractor's required insurance documentation. The County will
provide the fully executed Contractor Data Sharing Services Agreement to
Public Body. Public Body shall forward the fully executed Contractor Data
Sharing Services Agreement to the Consultant, Contractor, or
Subcontractor. The Contractor Data Sharing Services Agreement must be
signed by County and Contractor, prior to the Public Body's Consultants,
Contractors, or Subcontractors accessing or using the GIS Data and/or
Access Oakland Products;
3.5.2 Public Body's Consultants, Contractors, or Subcontractors shall refrain
from using the GIS Data and/or Access Oakland Products for any purpose
except what is authorized by Public Body in relation to the performance of
Public Body's official duties; and,
3.5.3 Public Body's Consultants, Contractors, or Subcontractors shall delete,
remove, and shall cease using all copies of GIS Data and/or Access Oakland
Products, regardless of their form or method of storage, upon the completion
or termination of its consulting, contracting or subcontracting relationship
with Public Body and/or the completion of its assigned tasks or duties
and/or termination of this Exhibit.
3.6 County may, and reserves the right to, implement future standards and guidelines
as needed for use of the GIS Data and/or Access Oakland Products, including but
not limited to, limiting the number of Public Body's or its Consultants, Contractors,
or Subcontractors user accounts. In order to access and use the CIS Data and/or
Access Oakland Products, Public Body and its Consultants, Contractors, or
Subcontractors shall agree to and comply with new or different standards or
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I.T. SERVICES AGREEMENT
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guidelines that are provided to Public Body. Public Body shall provide any new or
different standards or guidelines to its Consultants, Contractors, or Subcontractors.
3.7 Public Body shall immediately inform County via the Service Center if any of its
employees, Consultants, Contractors, or Subcontractors are no longer employed by
the Public Body, no longer require access to the GIS Data and/or Access Oakland
Products, or use the GIS Data and/or Access Oakland Products for any purpose
except what is authorized by Public Body in relation to the performance of Public
Body's official duties.
3.8 Public Body shall comply with all of the provisions in MCL 15.443(1)(d). Except
as provided in section 3.5 above, Public Body agrees that it shall refrain from
providing GIS Data and/or Access Oakland Products to Third Parties, as that term
is defined in MCL 15.442(i). Public Body shall refer all requests by Third Parties
to purchase or otherwise acquire GIS Data and/or Access Oakland Products to
Oakland County.
4.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.)
Department as described in the Agreement.
5.0 SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service.
6.0 LICENSE 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 shall not be provided to any
other party without County's written consent.
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ATTACHMENT A
TO EXHIBIT XII
I. T. SERVICES AGREEMENT
DATA SHARING
CONTRACTOR DATA SHARING SERVICES AGREEMENT
This Contractor Data Sharing Services Agreement (herein referred to as the "Contractor
Agreement") is made between Oakland County, a Constitutional and Municipal Corporation,
1200 North Telegraph, Pontiac, Michigan 48341 (the "County") and
(Contractor Name and Address)
RECITALS
(the "Contractor")
A. WHEREAS, ("Public Body'), utilizes Oakland County, Michigan
("County") owned GIS Data and/or Access Oakland Products (referred to individually or
collectively as "Data Sharing Services") pursuant to an agreement with the County; and
B. WHEREAS, Public Body has requested and authorized County to provide Data Sharing
Services to Contractor, in order for Contractor to fulfill its contractual obligations to Public
Body.
C. WHEREAS, County is willing to provide Data Sharing Services to Contractor, subject to the
following terms and conditions.
NOW, THEREFORE, the Contractor and County, collectively referred to as the "Parties," agree
to the following:
AGREEMENT
1. Definitions: In addition to the terms and expressions defined elsewhere in this Contractor
Agreement, the following words and expressions are defined and interpreted throughout this
Contractor Agreement as:
1.1 Access Oakland Product means any specially packaged public record, information or
product, developed pursuant to MCL 15.441 et sect., for the purpose of making public
records immediately available for public inspection or their purchase or copying by digital
means, and available via the County's website.
1.2 Contractor Emnlovee means any employee; officer; director; member; manager; trustee;
volunteer; attorney; licensee; contractor; subcontractor; independent contractor;
subsidiary; joint venture; partner or agent of Contractor; and any persons acting by,
through, under, or in concert with any of the above, whether acting in their personal,
representative, or official capacities. Contractor Employee shall also include any person
who was a Contractor Employee at any time during the term of this Contractor Agreement
but, for any reason, is no longer employed, appointed, or elected in that capacity.
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1.3 Claims mean any alleged losses, claims, complaints, demands for relief or damages, suits,
causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation,
costs, and expenses, including, but not limited to, reimbursement for reasonable attorney
fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid
in settlement, and/or other amounts or liabilities of any kind which are imposed on,
incurred by, or asserted against the County, or for which the County may become legally
and/or contractually obligated to pay or defend against, whether direct, indirect or
consequential, whether based upon any alleged violation of the federal or the state
constitution, any federal or state statute, rule, regulation, or any alleged violation of
federal or state common law, whether any such claims are brought in law or equity, tort,
contract, or otherwise, and/or whether commenced or threatened.
1.4 County Oakland County, a Municipal Corporation, including, but not limited to, all of its
departments, divisions, the County Board of Commissioners, elected and appointed
officials, directors, board members, council members, commissioners, authorities,
committees, employees, agents, volunteers, and/or any such persons' successors.
1.5 Data Sharing Services means GIS Data and/or Access Oakland Products.
1.6 Geograuhic Information Svstem Data or GIS Data means any output from the
County's computerized database, developed pursuant to MCL 15.441 et seq., for the
purpose of making public records immediately available for public inspection or their
purchase or copying by digital means.
2. Service Provided by County: County may provide Data Sharing Services to Contractor
without cost to Contractor during the duration of this Contractor Agreement, subject to any
other terms or conditions in this Contractor Agreement.
3. Contractor's Obligations: Contractor agrees that, when accessing or using Data Sharing
Services, Contractor shall:
3.1 Use the Data Sharing Services solely to fulfill its contractual obligations to the Public
Body. Contractor shall refrain from using the Data Sharing Services for any purpose
except those authorized by Public Body in relation to the performance of its official duties;
3.2 Not copy, reuse, republish or otherwise distribute the Data Sharing Services or any
modified or altered versions of it, whether over the Internet or otherwise, and whether or
not for payment, without the express written permission of County;
3.3 Be bound by and comply with all future standards and guidelines implemented by County
regarding the use of Data Sharing Services;
3.4 Immediately notify the Public Body if Contractor Employees are no longer employed by
the Contractor, if Contractor no longer requires access to the Data Sharing Services, if
there is unauthorized disclosure or use of the Data Sharing Services, or if any Contractor
Employees violate the terms of this Contractor Agreement or amendments thereto;
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3.5 Comply with any terms contained in any license agreements, service agreements,
acceptable use policies, and similar terms of service that County must "pass through" to
Contractor in order to provide Contractor with the Data Sharing Services. County will
provide Contractor with a copy of any license agreements, service agreements, acceptable
use policies, and similar terms of service that County must "pass through" to Contractor,
if requested by Contractor;
3.6 Cease using, delete, and remove any and all Data Sharing Services or copies thereof,
regardless of their form or method of storage, upon the earliest of any one of the following
events:
3.6.1 Completion or termination of Contractor's consulting, contracting or
subcontracting relationship with Public Body;
3.6.2 The completion of Contractor's assigned tasks or duties for Public Body that
involved the Data Sharing Services;
3.6.3 Public Body notifying Contractor that Public Body no longer has an agreement
with the County to use or have access to Data Sharing Services; or
3.6A Upon termination of this Contractor Agreement for any reason.
4. Ownershia of Data Sharing Services: The Data Sharing Services, including but not limited
to text, data, photographs, maps, images, graphics, audio and video clips, trademarks, logos
and service marks (collectively the "Content") are owned by the County or licensed to the
County by parties who own the Content. The Content is protected by copyright, trademark,
and other intellectual property law. Contractor will cooperate promptly with any reasonable
request by the County in any investigation of possible infringement of any applicable
copyright or other proprietary right related to Contractor's use of Data Sharing Services.
5. Disclaimer of Warranty and Liability:
5.1 COUNTY PROVIDES THE DATA SHARING SERVICES ON AN "AS IS" AND "AS
AVAILABLE" BASIS. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY
WARRANTIES OF ACCURACY, RELIABILITY, NON -INFRINGEMENT,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON -
INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR
REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM,
INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF
ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE.
COUNTY DOES NOT REPRESENT THAT ACCESS TO THE DATA SHARING
SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO
FAILURES, ERRORS OR OMISSIONS, OR LOSS OF TRANSMITTED
INFORMATION.
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1. T. SERVICES AGREEMENT
DATA SHARING
5.2 USE OF THE DATA SHARING SERVICES IS AT CONTRACTOR'S OWN RISE.
COUNTY WILL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS
CONTAINED IN THE SERVICE.
5.3 IN NO EVENT WILL THE COUNTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING
FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION IN
CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF
OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATA
SHARING SERVICES.
6. Maintenance or Modification: County may, without notice, perform maintenance on, or
modify the Data Sharing Services at any time. County may, without notice, restrict or deny
Contractor's access to the Data Sharing Services during any maintenance or modification.
Compliance with Laws: Contractor shall comply with all federal, state, and local statutes,
ordinances, regulations, and administrative rules and requirements applicable to its activities
performed under this Contractor Agreement.
8. Auditine: County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of the Data Sharing Services and County's compliance with Federal, State and local
laws and industry standards.
9. Delegation or Assienment: Contractor shall not delegate or assign any obligation or right
under this Contractor Agreement.
10. Indemnification: Contractor shall indemnify, defend, and hold the County harmless from all
Claims, incurred by or asserted against the County by any person or entity, which are alleged
to have been caused directly or indirectly from the acts or omissions of Contractor or
Contractor's Employees. The County's right to indemnification is in excess and above any
insurance rights/policies required by this Contractor Agreement.
11. Contractor Provided Insurance: At all times during this Contractor Agreement, Contractor
shall obtain and maintain insurance according to the requirements listed in Appendix A.
12. Term: This Contractor Agreement shall be effective when executed by all Parties, and shall
remain in effect until the earliest of any one of the following events:
12.1 Contractor completes or terminates its consulting, contracting or subcontracting
relationship with Public Body;
12.2 Public Body notifying Contractor that Public Body no longer has an agreement with the
County to use or have access to Data Sharing Services;
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L T. SERVICES AGREEMENT
DATA SHARING
12.3 Five (5) years after the effective date of this Contractor Agreement; or
12.4 Otherwise terminated as set forth in this Contractor Agreement.
13. Termination:
13.1 By. County: County may terminate this Contractor Agreement immediately and without
advance notice for any reason, including convenience. Notice to Contractor terminating
this Contractor Agreement by County shall be in writing and shall be personally delivered,
sent by express delivery service, certified mail, or first-class U.S. mail, postage prepaid,
and addressed to the person and address listed below for Contractor. Contractor may change
the person and/or address that notice shall be given to by providing the name of the new
person and/or address to the County in writing.
13.2Bv Contractor: Contractor may terminate this Contractor Agreement at any time and for
any reason, including convenience, upon sending written notice to County. The effective
date of termination shall be seven business days after sending the notice, or a later date if
clearly stated in the written notice.
14. Notices: Notices given under this Contractor Agreement shall be in writing and shall be
personally delivered, sent by express delivery service, certified mail, or first-class U.S. mail
postage prepaid, and addressed to the person listed below. Notice will be deemed given on
the date when one of the following first occur: (i) the date of actual receipt; (ii) the next
business day when notice is sent express delivery service or personal delivery; or (iii) three
days after mailing first class or certified U.S. mail.
14.1 If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County
Department of Information Technology, 1200 North Telegraph Road, Pontiac,
Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners,
1200 North Telegraph Road, Pontiac, Michigan 48341.
14.2 If Notice is sent to Contractor, it shall be addressed to the person and address listed below
for Contractor.
14.3 Either Party may change the individual to whom Notice is sent and/or the mailing
address by notifying the other Party in writing of the change.
15. Cumulative Remedies: A Party's exercise of any remedy shall not preclude the exercise of
any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole
discretion, to determine which remedies are to be exercised and in which order.
16. Governine Law/ Consent to Jurisdiction and Venue: This Contractor Agreement shall be
governed, interpreted, and enforced by the laws of the State of Michigan. Any action brought
to enforce, interpret, or decide any claim arising under or related to this Contractor Agreement
shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District
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1. T. SERVICES AGREEMENT
DATA SHARING
Court of the State of Michigan, or the United States District Court for the Eastern District of
Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as
otherwise required by law or court rule, venue is proper in the courts set forth above.
17. Modifications or Amendments: Any modifications, amendments, rescissions, waivers, or
releases to this Contractor Agreement must be in writing and agreed to by all Parties.
18. Interpretation of Agreement: The language of this Contractor Agreement shall be construed
as a whole according to its fair meaning and not construed strictly for or against any Party.
19. Waiver: Waiver of any term or condition under this Contract must be in writing and notice
given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed
or construed as a continuing waiver of any term or condition of this Contract. No waiver by
either Party shall subsequently affect its right to require strict performance of this Contract.
20. Severability: If a court of competent jurisdiction finds a term or condition of this Contract to
be illegal or invalid, then the term or condition shall be deemed severed from this Contract.
All other terms or conditions shall remain in full force and effect. Notwithstanding the above,
if Contactor's promise to indemnify or hold the County harmless is found illegal or invalid,
Contractor shall contribute the maximum it is permitted to pay by law toward the payment and
satisfaction of any Claims against the County.
21. Entire Agreement: This Contractor Agreement represents the entire agreement between the
Parties and supersedes any and all other communications, prior, contemporaneous or
subsequent.
The Parties have taken all actions and secured all approvals necessary to authorize and complete
this Contractor Agreement. The persons signing this Contractor Agreement on behalf of each Party
have legal authority to sign this Contractor Agreement and bind the Parties to the terms and
conditions contained herein.
FOR COUNTY:
Executed by: Date:
Title:
FOR CONTRACTOR:
(Signature of Contractor's Authorized Representative)
(Printed name)
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1. T. SERVICES AGREEMENT
DATA SHARING
(Title)
(Address)
(Address continued)
Date:
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I. T. SERVICES AGREEMENT
DATA SHARING
APPENDIX A
CONTRACTOR INSURANCE REQUIREMENTS
During this Contractor Agreement, the Contractor shall provide and maintain, at their own
expense, all insurance as set forth and marked below, protecting the County against any Claims.
The insurance shall be written for not less than any minimum coverage herein specified.
Primary Coverages
Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b)
Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and
Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad
Form Contractual including coverage for obligations assumed in this Contractor Agreement;
$1,000,000 — Each Occurrence Limit
$1,000,000 — Personal & Advertising Injury
$2,000,000 — Products & Completed Operations Aggregate Limit
$2,000,000 — General Aggregate Limit
$ 100,000 —Damage to Premises Rented to You (formally brown as Fire Legal Liability)
Workers' Compensation Insurance with limits statutorily required by any applicable Federal
or State Law and Employers Liability insurance with limits of no less than $500,000 each
accident, $500,000 disease each employee, and $500,000 disease policy limit. Contractor must
also satisfy one of the following:
1. Fully Insured or State approved self -insurer; or
2. Sole Proprietors must submit a signed Sole Proprietor form; or
3. Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337
Certificate of Exemption.
Commercial Automobile Liability Insurance covering bodily injury or property damage
arising out of the use of any owned, hired, or non -owned automobile with a combined single
limit of $1,000,000 each accident. This requirement is waived if there are no company owned,
hired or non -owned automobiles utilized in the performance of this Contractor Agreement.
Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each
occurrence. Umbrella or Excess Liability coverage shall be no less than following form of
primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the
primary Commercial General Liability limits to meet the combined limit requirement.
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1. T. SERVICES AGREEMENT
DATA SHARING
Snnnlemental Coveraaes Required:
1, Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors,
Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum
limits of $1,000,000 per claim and $1,000,000 aggregate; and
2. Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000
aggregate.
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General Insurance Conditions
The aforementioned insurance shall be endorsed, as applicable, and shall contain the following
terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of
compliance with all required terms, conditions and/or endorsements.
1. All policies of insurance shall be on a primary, non-contributory basis with any other
insurance or self-insurance carried by the County;
2. The insurance company(s) issuing the policy(s) shall have no recourse against the County for
subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under
any form. All policies shall be endorsed to provide a written waiver of subrogation in favor
Of the County;
3. Any and all deductibles or self -insured retentions shall be assumed by and beat the sole risk
of the Contractor;
4. Contractors shall be responsible for their own property insurance for all equipment and
personal property used and/or stored on County property;
5. The Commercial General Liability and Commercial Automobile Liability policies along with
any required supplemental coverages shall be endorsed to name the County of Oakland and it
officers, directors, employees, appointees and commissioners as additional insured where
permitted by law and policy form;
6. The Contractor shall require its contractors or sub -contractors, not protected under the
Contractor's insurance policies, to procure and maintain insurance with coverages, limits,
provisions, and/or clauses equal to those required in this Contract;
7. Certificates of insurance must be provided no less than ten (10) Business Days prior to the
County's execution of the Contractor Agreement and must bear evidence of all required
terms, conditions and endorsements; and
8. All insurance carriers must be licensed and approved to do business in the State of Michigan
and shall have and maintain a minimum A.M. Best's rating of A- unless otherwise approved
by the County Risk Management Department.
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EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
INTRODUCTION
Pictometry Licensed Products offers a Geographic Information System (GIS) solution that allows
authorized users to access Pictometry-hosted high -resolution, orthogonal and oblique imagery.
County entered into a contract (Contract No. 004939) with Pictometry International Corp.
("Pictometry"), which contains several license agreements ("License Agreements"), to which
County will provide Public Body with access. The License Agreements permit County access to
and use of the Pictometry Licensed Products that are described in the License Agreements. The
License Agreements also allow the County to provide Public Body with access to and use of
Pictometry Licensed Products that are specified in the Pictometry Authorized Subdivision
Agreement ("Licensed Products"), which is attached and incorporated into this Exhibit as
Attachment A.
The Parties desire for Public Body to be authorized to access and use the Licensed Products subject
to the applicable licenses and conditions stated in this Exhibit. County will provide Public Body
with access to the Licensed Products without Public Body having to purchase the Licensed
Products.
1. OAKLAND COI INTV RF,SPONSIBILITIES
Ll. Access and Use. County shall provide Public Body with access to Licensed Products
without fee or cost to Public Body. County will only provide Public Body with access
to the Licensed Products when the Pictometry Authorized Subdivision Agreement or an
equivalent agreement is in effect.
1.2. Access Mana¢ement. County will provide Public Body with access to the Licensed
Products through County's Service Center.
1.3. Administration of Pictometry Authorized Subdivision Aereement. After Public Body
signs and provides the County with the signed original Pictometry Authorized
Subdivision Agreement (Attachment A) in accordance with paragraph 2.1, County shall
provide the Pictometry Authorized Subdivision Agreement signed by Public Body to
Pictometry for its signature. After Pictometry signs and provides the Pictometry
Authorized Subdivision Agreement to County, County will provide a copy of the fully
executed Pictometry Authorized Subdivision Agreement to Public Body.
1.4. Administration of Pictometry Authorized Sub -User Aereement. After Public Body
provides County with the signed original Pictometry Authorized Sub -User Agreement
(which is attached and incorporated into this Exhibit as Attachment B) in accordance
with paragraph 2 2, County shall provide the Pictometry Authorized Sub -User
Agreement signed by the contractor to Pictometry for its signature. After Pictometry
signs and provides the Pictometry Authorized Sub -User Agreement to County, County
will provide a copy of the fully executed Pictometry Authorized Sub -User Agreement
to Public Body. Public Body shall provide a copy of the fully executed Pictometry
Authorized Sub -User Agreement to the contractor.
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EXHIBIT XIII
LT. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
2. PUBLIC BODY RESPONSIBILITIES
2.1. Execution of Pictometry Authorized Subdivision Agreement,. Prior to County providing
Public Body with access to the Licensed Products, Public Body shall sign and provide
the County with the signed original Pictometry Authorized Subdivision Agreement
(Attachment A).
2.2. Execution of Pictometry Authorized Sub -User Agreement, County may provide access
to the Licensed Products to a contractor of the Public Body solely for the purpose of
allowing contractor to fulfill its contractual obligations to Public Body. Prior to County
providing access to the Licensed Products to a contractor of Public Body, Public Body
shall provide the contractor with a copy of the License Agreements and the Pictometry
Authorized Sub -User Agreement, the contractor shall sign and provide the Public Body
with the signed original Pictometry Authorized Sub -User Agreement (Attachment B),
and Public Body shall provide the County with the signed original Pictometry
Authorized Sub -User Agreement.
2.3. Public Body Compliance. Public Body shall comply with the terms and conditions in
this Exhibit, the Pictometry Authorized Subdivision Agreement, the License
Agreements, any new agreement mentioned in paragraph 2.5, and any applicable laws,
rules, and regulations when accessing or using the Licensed Products, Public Body's
access and use of the Licensed Products may be suspended or terminated if County is
in breach of the License Agreements or if Public Body is in breach of this Exhibit, the
Pictometry Authorized Subdivision Agreement, the License Agreements, any new
agreement mentioned in paragraph 2.5, or any applicable laws, rules, and regulations
when accessing or using the Licensed Products. Public Body acknowledges and agrees
that it has received and reviewed the License Agreements.
2.4. Amendments to License Agreements. In order to access and use the Licensed Products,
Public Body and its contractor(s) shall agree to and comply with any and all
amendments to the License Agreements. County will provide Public Body with access
to amendments to the License Agreements that are applicable to Public Body's access
to or use of the Licensed Products. County will provide notice to Public Body when it
becomes aware of applicable amendments to the terms and conditions of the License
Agreements. Public Body shall notify its contractors when Public Body becomes aware
of applicable amendments to the terms and conditions of the License Agreements.
2.5. New Agreements. County may enter into new agreements in the future with Pictometry
involving the Licensed Products or similar products. New agreements between the
County and Pictometry may require Public Body or its contractor(s) to agree to and sign
(if necessary) new Pictometry Authorized Subdivision Agreements, Pictometry
Authorized Sub -User Agreements, License Agreements, or other equivalent or related
agreements. In order to access and use the Licensed Products or similar products, Public
Body and its contractor(s) shall agree to and comply with new Pictometry Authorized
Subdivision Agreements, Pictometry Authorized Sub -User Agreements, License
Agreements, or other equivalent or related agreements, to which County will provide
Public Body with access. County will provide notice to Public Body when it becomes
aware that Public Body and its contractor(s) must comply with any new agreements.
I.T. SERVICES AGREEMENT -EXHIBIT XIII
Page 2
MR 19-284 9/5/2019
EXHIBIT X1H
I.T. SERVICES AGREEMENT
PICTOME TRY LICENSED PRODUCTS
Public Body shall notify its contractors when Public Body becomes aware that its
contractors must comply with new agreements.
2.6. Future Standards and Guidelines. County may, and reserves the right to, implement
future standards and guidelines as needed for use of the Licensed Products or similar
products, including but not limited to, limiting the number of Public Body's or a
contractor's authorized user accounts. In order to access and use the Licensed Products
or similar products, Public Body and/or its contractor(s) shall agree to and comply with
new or different standards or guidelines that are provided to Public Body. Public Body
shall provide any new or different standards or guidelines to its contractors.
2.7. Account Notification Requirements. Public Body shall immediately inform County via
the Service Center if any employee or contractor of Public Body is no longer employed
by the Public Body, no longer requires access to the Licensed Products, or breaches this
Exhibit, the Pictometry Authorized Subdivision Agreement, the Pictometry Authorized
Sub -User Agreement, the License Agreements, any applicable amendments to those
agreements, or any new agreement mentioned in paragraph 2.5. County may require
Public Body to verify its inventory of active Public Body and contractor user accounts
periodically.
3. SUPPORT
The I.T. Service will be supported by County's Information Technology (LT.) Department
as described in the Agreement.
4. SERVICE AND SUPPORT COSTS
There is no cost to Public Body for this service.
5. LICENSED USE AND ACCESS
County grants to Public Body a nonexclusive license to use County developed software
applications, if any, needed to receive this I.T. Service. This license cannot be provided to
any other party without County's advance written consent.
I.T. SERVICES AGREEMENT -EXHIBIT XIII
Page 3
MR 19-284 9/5/2019
ATTACHMENT A
EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT
Authorized Subdivision Name:
Authorized Subdivision Address:
Authorized Subdivision Email Address:
Authorized Subdivision Phone
Number:
Authorized Subdivision Attn:
Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering
This Pictometry Authorized Subdivision Agreement (this "Agreement') is entered into by and between
Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive,
Rochester, New York 14623 ("Pictometry") and the Authorized Subdivision identified above ("Authorized
Subdivision").
Whereas Pictometry and the County of Oakland, Michigan (the "County") entered into a license
agreement dated December 1, 2016 (the "County Agreement') providing the County licensed access to
and use of certain Pictometry products identified above ('Pictometry Licensed Products") and the
County has requested that Pictometry authorize Authorized Subdivision to have access to and use of the
Pictometry Licensed Products pursuant to the County Agreement; and
Now therefore, Pictometry and Authorized Subdivision hereby agree as follows:
1. This Agreement shall continue in effect until the earlier to occur of (a) expiration or
termination of the County Agreement, (b) the County withdraws its authorization allowing
Authorized Subdivision access and use of the Pictometry Licensed Products (c) breach by the
County of the County Agreement, or (d) breach of this Agreement by Authorized Subdivision;
2. Authorized Subdivision agrees to be bound by the terms and conditions set forth in the
County Agreement, which is made part of this Agreement;
Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed
Products in accordance with the terms of this Agreement;
EXHIBIT XIII-LT, SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 19-284 9/5/2019
ATTACHMENT A
4. Pictometry shall have no obligations to provide the Pictometry Licensed Products to
Authorized Subdivision;
5. Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties
under this Agreement; and
6. All notices under this Agreement shall be in writing and shall be sent to the respective
addresses set forth above. Notices shall be given by any of the following methods: personal
delivery; reputable express courier providing written receipt; or postage -paid certified or
registered United States mail, return receipt requested. Notice shall be deemed given when
actually received or when delivery is refused.
This Agreement shall become effective upon execution by duly authorized officers of Authorized
Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of
receipt by Pictometry being the "Effective Date."
Authorized Subdivision Pictometry International Corp.
Signature:
Signature:
Name:
Name:
Title:
Title:
Date: Date:
Effective Date:
EXHIBITXIII-I.T SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 19-284 9/5/2019
ATTACHMENT B
EXHIBIT XIII
I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
PICTOMETRY AUTHORIZED CONTRACTOR SUB -USER AGREEMENT
Contractor Name:
Type of Contractor entity:
Contractor Address:
Governmental Entity that Contractor
is performing work on behalf of:
Contractor Attn:
Effective Date:
Term:
Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering
This Pictometry Authorized Sub -User Agreement (this "Agreement") is entered into by and between
Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive,
Rochester, New York 14623 ("Pictometry") and the party identified above ("Contractor") and is effective
beginning on the Effective Date listed above for the Term as set forth above, at which time this
Agreement will automatically terminate.
Whereas Pictometry and the County of Oakland, Michigan previously entered into a license agreement
wherein the Governmental Entity identified above was given access to and use of certain products
identified above ("Pictometry Licensed Products"). The Governmental Entity has requested that
Pictometry authorize Contractor to have access to and use of the Pictometry Licensed Products, in order
for Contractor to fulfill its contractual obligations to the Governmental Entity.
Now therefore, Pictometry and the Contractor hereby agree that Contractor may utilize the Pictometry
Licensed Products in accordance with the terms and conditions set forth herein.
Contractor agrees as follows:
Grants of Rights; Restrictions on Use
1.1 Contractor may use the Pictometry Licensed Products solely for the purpose of fulfilling its
contractual obligations to the Governmental Entity at its direction.
1.2 All right, title, and interest (including all copyrights, trademarks and other intellectual
property rights) in the Pictometry Licensed Products belong to Pictometry or its third
party.
EXHIBIT XIII-I T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 19-284 9/5/2019
ATTACHMENT B
suppliers. Contractor shall not acquire any proprietary interest in the Pictometry Licensed
Products or any copies thereof.
1.3 Contractor shall not make the Pictometry Licensed Products available to any other party,
including Google or its affiliates, either directly or indirectly. Contractor will not share,
publish, reproduce, sell or distribute the Pictometry Licensed Products (including making
available on the Internet or World Wide Web or any other general access electronic
network, method or medium).
1.4 Contractor shall not and will not enable others to decompile, reverse engineer, disassemble,
attempt to derive source code of, decrypt, modify, create derivate works of, or tamper with
or disable any security or monitoring features within the Pictometry Licensed Products.
1.5 Pictometry shall have no obligations to provide the Pictometry Licensed Products to
Contractor.
2 Disclaimers
2.1 The Pictometry Licensed Products are provided for visualization purposes only, are not
authoritative or definitive, and do not constitute professional engineering or surveying
services.
2.2 The Pictometry Licensed Products are not to be relied upon to precisely locate or
determine property boundaries and should not be used in lieu of a professional survey
where the accuracy of measurements, distance, height, angle, area and volume, mayhave
significant consequences.
2.3 All measurements and reports generated by the Pictometry Licensed Products are based
upon second order visualization and measurement data that do not provide authoritative
or definitive measurement results suitable for professional engineering or surveying
purposes.
2.4 Contour information obtained from the Pictometry Licensed Products is generated from
under sampled elevation data, is provided for informational purposes only, and is not
suitable for use as the basis for hydrographic computations, estimations oranalyses.
2.5 While the Pictometry Licensed Products may be considered useful supplements for life
critical applications, they are not designed or maintained to support such applications and
Pictometry and its third -party suppliers of the Pictometry Licensed Products hereby
disclaim all liability for damages claims and expenses arising from such use.
2.6 Contractor's reliance on the Pictometry Licensed Products should only be undertaken
after an independent review of their accuracy, completeness, efficacy, timeliness and
adequacy for Contractor's intended purpose.
2.7 Pictometry and each third -party supplier of any portion of the Pictometry Licensed
Products assume no responsibility for any consequences resulting from the use of the
Pictometry Licensed Products.
2.8 Pictometry and each third -party supplier of any portion of the Pictometry Licensed
Products hereby disclaim all liability for damages, claims and expenses arising from orin
any way related to the accuracy or availability of the Pictometry Licensed Products.
2.9 Contractor waives any and all rights Contractor may have against Pictometry, each
third -party supplier of any portion of the Pictometry Licensed Products, and each of
their directors, officers, members and employees, arising out of use of or reliance upon
the Pictometry Licensed Products.
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 19-284 9/5/2019
ATTACHMENT B
3 Warranty
3.1 THE PICTOMETRY LICENSED PRODUCTS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS
AND PICTOMETRY AND EACH THIRD -PARTY SUPPLIER OF THE PICTOMETRY LICENSED
PRODUCTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Limitation of Liability
4.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or
damage of any kind resulting in any way from (a) any errors in or omissions from the
Pictometry Licensed Products, (b) the unavailability or interruption of the Pictometry
Licensed Products or any features thereof, (c) Contractor's use of the Pictometry Licensed
Products, (d) the loss or corruption of any data or equipment in connection with the
Pictometry Licensed Products, (e) the content, accuracy, or completeness of the Pictometry
Licensed Products, all regardless of whether you received assistance in the use of the
Pictometry Licensed Products from a Covered Party, (f) any delay or failure in performance
beyond the reasonable control of a Covered Party, or (g) any content retrieved from the
Internet even if retrieved or linked to from within the Pictometry Licensed Products.
4.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor,
agent, successor, or assign of Pictometry; and (b) each third -party supplier of any
Pictometry Licensed Products, third party alliance entity, their affiliates, and any officer,
director, employee, subcontractor, agent, successor, or assign of any third -party supplier of
any Pictometry Licensed Products or third -party alliance entity and their affiliates.
4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES
WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY
CLAIM ARISING OUT OF OR RELATING TO THE PICTOMETRY LICENSED PRODUCTS OR THIS
AGREEMENT EXCEED ONE THOUSAND DOLLARS.
4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES SHALL
NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF
ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS, FEES) IN ANY
WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH PICTOMETRY LICENSED
PRODUCTS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITSOBLIGATIONS.
5 Miscellaneous
5.1 Contractor acknowledges and agrees that a breach of this Agreement by Contractor may
cause severe and irreparable damage to Pictometry which may be difficult to measure with
certainty or to compensate through damages. In the event of any breach of this Agreement
by Contractor, Contractor agrees that Pictometry is authorized and entitled to seek
preliminary and/or permanent injunctive relief, as well as any other relief permitted by
applicable law. Contractor hereby waives the necessity of the posting of any form of bond
relating to the issuance of injunctive relief.
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
MR 19-284 9/5/2019
ATTACH M ENT B
5.2 Pictometry may terminate this Agreement at any time with or without cause upon ten (10)
days written notice to the Contractor.
5.3 Upon expiration or termination of this Agreement, or in the event that Contractor is in
violation of any of the terms or conditions set forth in this Agreement or the Governmental
Entity is in violation of its Agreement with Pictometry, the Contractor shall immediately
cease use of all Pictometry Licensed Products, purge all Pictometry Licensed Products off of
its respective computers/servers and return all Pictometry Licensed Products to Pictometry.
5.4 Contractor shall not assign or otherwise transfer its rights or delegate its duties under this
Agreement.
5.5 All notices under this Agreement shall be in writing and shall be sent to the respective
addresses set forth above. Notices shall be given by any of the following methods: personal
delivery; reputable express courier providing written receipt; or postage -paid certified or
registered United States mail, return receipt requested. Notice shall be deemed given when
actually received or when delivery is refused.
5.6 Any extensions or modifications of this Agreement must be in writing and signed by duly
authorized officers of Pictometry and the Contractor.
5.7 This Agreement shall be governed by and interpreted in accordance with the laws of the
State of New York, excluding its conflicts of law principles.
5.8 The waiver by either party of any default by the other shall not waive subsequent defaults of
the same or different kind.
5.9 In the event that any of the provisions of this Agreement shall be held by a court or other
tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to
the maximum extent permissible and the remaining portions of this Agreement shall remain
in full force and effect.
This Agreement shall become effective upon execution by duly authorized officers of Authorized
Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of
receipt by Pictometry being the "Effective Date."
Contractor
Signature:
Name:
Title:
Date:
EXHIBIT XIII-I.T. SERVICES AGREEMENT
PICTOMETRY LICENSED PRODUCTS
Pictometry International Corp.
Signature:
Name:
Title:
Date:
Effective Date:
MR 19-284 9/5/2019
EXHIBIT XIV
I.T. SERVICES AGREEMENT
SECURITY BEST PRACTICES ADVICE
INTRODUCTION
Public Body may request from County Security Best Practices Advice to enhance their network
security posture. This may include information on the CYSAFE assessment tool utilized by
County to evaluate security vulnerabilities as well as other cyber security tools.
1.0 COUNTY RESPONSIBILITIES
1.1. County shall provide advice with any, and all, of the following:
1.2. Share evaluation tools used by County, such as CYSAFE to provide a guideline of
security strengths and weaknesses.
1.3. Discuss common security threats as well as recent threats.
1.4. Explain County's experience with different security tools.
1.5. Reference contracts for cyber security enhancement available in the G2G
Marketplace.
2.0 PUBLIC BODY RESPONSIBILITIES
Public Body shall fulfill the responsibilities provided in Section 3.7 of the Contract.
3.0 SUPPORT
The I.T. Service will be supported by County's Information Technology (I.T.) Department as
described in the Agreement.
4.0 SERVICE ACCESS
4.1. Persons Authorized to Request Security Best Practices Advice. Only the Points of
Contact or the highest elected or appointed official of Public Body, may request
services under this Exhibit.
4.2. Requests for Service. Requests for Security Best Practices, unless done in
conjunction with a grant program of the State of Michigan, must be made to the
County's Chief Information Security Officer (CISO) to the phone number or e-
mail provided below.
Phone Number 248-858-5255
Email Address fieldstj@oakgov.com
SERVICE SUPPORT COSTS
Public Body shall be responsible for the actual costs incurred by County associated with
providing Security Best Practices Advice, including the hourly rate for persons providing the
services. The County IT Department shall invoice Public Body for such costs. The invoice shall
contain a summary of the services and costs incurred by County. Public Body shall pay the
invoice at the location and within the time stated in the Agreement. The County IT Department
Page 1 of 2
I.T. SERVICES AGREEMENT- EXHIBIT XIV
MR 17-263 9/28/2017
EXHIBIT XIV
T.T. SERVICES AGREEMENT
SECURITY BEST PRACTICES ADVICE
will waive up to eight (8) hours of actual costs, for Security Best Practices Advice done in
conjunction with a State of Michigan grant program. For all other Security Best Practices
Advice, the County IT Department may waive these costs or a portion thereof in its discretion.
Page 2 of 2
I.T. SERVICES AGREEMENT- EXHIBIT XiV
MR 17-263 9/28/2017
Resolution #21258 June 17, 2021
Moved by Gingell seconded by Hoffman the resolutions on the amended Consent Agenda be adopted.
AYES: Charles, Gershenson, Gingell, Hoffman, Jackson, Joliet, Kochenderfer, Kowall, Kuhn,
Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Spisz, Weipert, Woodward, Cavell. (20)
NAYS: None. (0)
A sufficient majority having voted in favor, the resolutions on the amended Consent Agenda were adopted.
I HEREBYAPPROVE THIS RESOLUTION
CHIEF DEPUTY COUNTY EXECUTIVE
ACTING PURSUANT TO MCL 45.559A (7)
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and
accurate copy of a resolution adopted by the Oakland County Board of Commissioners on June 17, 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 17th day of June, 2021.
Lisa Brown, Oakland County