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HomeMy WebLinkAboutResolutions - 2021.07.22 - 34723MISCELLANEOUS RESOLUTION #21294 July 22, 2021 BY: Commissioner Gwen Markham, Chairperson, Finance Committee IN RE: INFORMATION TECHNOLOGY — COMPREHENSIVE I.T. SERVICES INTERLOCAL AGREEMENTS To the Oakland County Board of Commissioners Chairperson, Ladies and Gentlemen: WHEREAS the State of Michigan has encouraged governmental entities to share services with each other for efficiency and cost savings; and WHEREAS the Oakland County Department of Information Technology has developed numerous applications to more efficiently conduct governmental operations and is sharing certain applications with other governmental bodies to improve government efficiency and as a means of cost recovery; and WHEREAS the Board of Commissioners, pursuant to Miscellaneous Resolution #12153, approved the Department of Information Technology's Comprehensive Information Technology Services Agreement enabling the Department to make additional technology services available to public bodies; and WHEREAS the Agreement enables the County to provide up to fifteen I.T. Services with appropriate fees, when applicable; and WHEREAS the following entities have re uested services as listed below; and Online Ovent r The New/ In / Out Payments Couer OakNet Internet CLEMIS Agency Renew I County 1 II VIII IX X Clinton Township Renew Out X I X I X Coopersville, City of Renew Out X X Harper Woods, City of Renew Out X X X Imlay City Renew Out X Livonia, City of Renew Out X X Northville, Township of I Renew Out X X Oakland University Renew I Out I X X I X Plymouth, City of Renew Out X X X Plymouth, Township of Renew Out X X X Presque Isle County Renew Out X X Saline, City of Renew Out I X X St Clair Shores, City of Renew Out X X Taylor, City of Renew { Out X { X Utica, City of Renew Out X X X Wayne, City of Renew I Out I X I` X WHEREAS with the adoption of Miscellaneous Resolution #19007, as amended, the Board of Commissioners clarified that Agreements for public entities within Oakland County and Agreements with public bodies outside of Oakland County that are solely for Emergency Support Services and IT Security Advice may continue to be signed by the Board Chairperson, while Agreements with public bodies outside of Oakland County for all other services, shall be reviewed through the Committee process and must be approved by the Board of Commissioners before they can be signed by the Board Chairperson. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners authorizes the Chairman of the Board to execute Comprehensive Information Technology Service Agreements including the following Exhibits for services with the following Public Bodies: • Clinton Township - Exhibit Vlll, IX and X, • Coopersville — Exhibit I and 11, • Harper Woods - Exhibit Vlll, IX and X, • Imlay City - Exhibit X, • Livonia - Exhibit VIII and X, • Northville - Exhibit VIII and X, • Plymouth - Exhibit VIII, IX and X, • Plymouth Township - Exhibit VII, IX and X, • Presque Isle County - Exhibit I and II, • Saline - Exhibit VIII and X, • St. Clair Shores - Exhibit VIII and X, • Taylor - Exhibit VIII and X, • Utica - Exhibit VIII, IX and X, • Wayne - Exhibit VIII and X. BE IT FURTHER RESOLVED that upon receipt of final, executed agreements from the designated agents or governing body of the public bodies requesting services, the Oakland County Board of Commissioners authorizes its Chairperson to execute and enter into these Agreements on behalf of the County of Oakland. BE IT FURTHER RESOLVED that a copy of any such signed, fully executed, Interlocal Agreement shall be provided to the Elections Division of the Oakland County Clerk for transmission to the Office of the Great Seal of Michigan BE IT FURTHER RESOLVED that the Department of Information Technology will provide a list of all public bodies agreeing to the attached Interlocal Agreement along with its quarterly report to the Economic Growth & Infrastructure Committee. BE IT FURTHER RESOLVED that no budget amendment is recommended at this time. Chairperson, on behalf of the Finance Committee, I move the adoption of the foregoing resolution. Commissioner Gwen Markham, District #9 Chairperson, Finance Committee FINANCE COMMITTEE VOTE: Motion carried on a roll call vote with Cavell and Long absent. AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CLINTON TOWNSHIP This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Clinton Township ("Public Body") 40700 Romeo Plank Rd., Clinton Twp., MI 48036. 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 (").T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including. but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terTorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1,4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers. and/or any such personssuccessors, Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6a7Q021 1.5. Da, means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the Clinton Township which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. T.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. .Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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. 19.9. 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. E9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (CIS) 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. 1.1 1. 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 II: Over The Counter Payments Exhibit Ill: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit V1: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity X Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES - INTF,RLOCAL AGREEMENT tv1R 21258 6/17/2021 Exhibit XIl: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 22. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to t.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PC] DSS.) Page 4 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21258 6/17/2021 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 248-958-8812 Service Center Email Address servicecenter(dr oakgov.com Service Center Website https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. 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. PURIAC 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 0/17/2021 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 15. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6, If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. if required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT M1221258 6/1712021 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DIiRATION OF INTERLOCAI, AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by 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, identity, 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. Page 7 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21258 6/172021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, tines 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 Page 8 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21258 6/17/2021 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. DISCLAIMEROR 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 propose 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 RFSOLl1TION. 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 T.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT,. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO F,MPLOVEE-F.MPLOVER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVF.RABH,ITV. 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 terns in the Exhibits or other documents that comprise this Agreement. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 MA.IEURF., 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, tire, 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. 212. If Notice is sent to Public Body, it shall be addressed to: Elizabeth Vogel, 40700 Romeo Plank Rd., Clinton Twp., MI 48036. 21.3, Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENIIF,,. 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, FNTIRF 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. 232. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Page 11 of 12 I.T. SERVICES - INTL'RLOCAL AGREEMENT MR 21258 6/17/2021 IN WITNESS WHEREOF, Robert Cannon hereby acknowledges that he/she has been authorized by a resolution of the Clinton Township, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: Robert Cannon Township Supervisor WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21298 6/17/2021 EXHIBIT VI11 I.T. SERVICES AGREEMENT OAKNET CONNECTIVITY INTRODUCTION The I.T. Service described in this Exhibit (OalcNet 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 Oak -Net Connectivity, which will allow Public Body to connect to the County's network (Oak -Net) 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 1P 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 OalcNet 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 pvovider(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 I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 1 MR 21258 6/17/2021 EXHIBIT VIII I.T. SERVICES AGREEMENT OAKNF,T 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. I.T. SERVICES AGREEMENT— EXHIBIT VIII Page 2 NIR 21258 6/17/2021 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 Ll 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 iternet 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 IX Page 1 MR 21258 6/17/2021 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 Poliev 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 Apmlications 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE I 1 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS I.S. CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at www.oakaov.com/clemis or www.clemis.ors. 1.9, Criminal Justice Information Services ("CJIS") Security Policy is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management System ("FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. 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. ComDliance 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 VIIL Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OalcNet 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. ComDliance 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 T.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Conunittee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21258 6/17/2021 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. Securitv/I3acktrropnd Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entry. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownership. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracy. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately 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 Uridate/Exnun¢ment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Body Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Eauipment. 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. Chances 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, T1 Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT-EXlin3IT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE.1 3 EXHIBIT X 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. Cooneration. 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 Bodv 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 Partv Reauests to County for Public Bodv Data. 4.2.1. Michigan Freedom of Information Act Reauests.. 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 Legal Requests (Excluding FOIA Reauests) to Countv for Public Bodv 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 Bodv Data by Third Parties.. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE 14 EXHIBIT X 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 parry's access to Public Body's data and shall use its best efforts to stop third party access to Public Body's data on the date requested by Public Body. 4.3.3. In order to effectuate the third 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. Providim! 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/LID-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 Providine 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HLCECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resaonsible 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE 15 EXHIBIT X LT. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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. FINANCIAL RESPONSIBILITIES—CLEMIS FEE, 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and set -vices, 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 at 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. SERV ICES AGREEMENT-EXHBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/I5/21 MR 21258 6/17/2021 PAGE 16 EXHIBIT X 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 Reeardine Pavment of Tickets/Citations/Parkine Tickets and Purchase of Crash/Accident Reports. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Haven, 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. Pavment Transaction for Pavment Application. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The finds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Application. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE 17 EXHIBIT X 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 shalt be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09192 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident 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 Count),, 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 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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 Nvho 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT-EXEFIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGE 19 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 determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10A. Oblieation to Pav CLEMIS Fee Unon Termination/Cancellation, Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREENIENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/I 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21258 6/17/2021 PAGl? 110 /_11114'kII INN t��J1YN_Y1*1410][71=61r11=1 Z1 Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). ® Tier 1 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ® Tier 2 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 2.5 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ® Tier 3 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 19 or more FTE's 0 6 —18 FTE's 0 1 — 5 FTE's ® Tier 7 Public Safety Answering Point (PSAP)ICentral Dispatch Center ® Tier 8 Jail Management (outside Oakland County) ® Federal Departments. Offices or Agencies Inauiry Only in the State of Michigan (does not contribute any data) ® District Court in Oakland Countv (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® District Court outside Oakland Countv 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ® Circuit Court (outside Oakland County - does not contribute any data) ® Prosecutor Office (outside Oakland County, does not contribute any data) FIRMS Participant (Fire Records Management System) Page 1 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 II. ADDITIONAL CLEMIS APPLICATIONS Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Computers 1"MDC"1 0 WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless a,. Livescan WITH printer Mugshot OWITHOUT printer 0 Capture Station and Investigative Investigative Only Jai( Management CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Mappino Application Vendor name: Address. Contact. Email: Pawn Application Fire Records Management Svstem In Oakland County, 0 Phase 1 0 Phase II Fire Records Management Svstem Outside Oakland Countv Phone: Police, Fire and/or Public Safety Department Data Extract 0 In Oakland County 0 Outside Oakland County Vendor name: Address: Contact: Email: Phone Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 ZCRASH Report Pavment Amount: $ 10.()0 F7Enhanced Access Fee Disbursement Instructions 0 Disbursement when Requested (i) Disbursement Quarterly Make Check Payable to: Township of Clinton OPT -OUT of Exhibit V (OakNet Connectivitv). OakNet connectivity is not needed COUNTY: CLEMIS Division Manager Date PUBLIC BODY' Title/Name: Signature: (to be completed by Public Body) Date Page 1 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF COOPERSVILLE This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Coopersville ("Public Body") 289 Danforth Street, Coopersville, MI 49404. County and Public Body may also be referred to jointly as "Parties". PI IRPOSF. OF AGRFLMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ('TT. Services") for Public Body pursuant to Michigan Jaw. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following; 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page I of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 1.5. Dav means any calendar day beginning at 12:00 a.m. and ending at 11 :59 p.m. 1.6. Public Body means the City of Coopersville which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Rodv F.mnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. I.S. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having all ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Ine.'s (`ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: X Exhibit l: Online Payments X Exhibit I1: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services Exhibit Vlll: Oaknet Connectivity Exhibit IX: Internet Service Exhibit X: CLEN1S Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COTJNTV RESPONSIBILITIES, 2.1. County, through its Department of Information Technology, shall provide the T.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 0/17/2021 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. LT. 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. i Service Center Phone Number 248-858-8812 Service Center Email Address I servicecenter� oakgov.com I Service Center Website I https:Hsc.oatcgov.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. Comity 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. LT. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1, T. Services to Public Body. 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 RESPONSIBILITIFS, 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 212SS 6/17/2021 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 11) and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DIIRATION OF INTERI,OCAI. AGREF,MF.NI. 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. PAVMFNTSS, 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acetg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 4 834 1. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF" ), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 lnfonnation 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 Page 9 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21258 6/17/2021 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. f. 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 EMPI,OYF,E-EMPLOYER REI.,AT!QNCHTP Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, of 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. SEV F,RABILITV, If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 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 21258 6/17/2021 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 MA.IF"E,. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Patty and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, tire, 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: Keri Rogers, 289 Danforth Street, Coopersville, MI 49404. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23. ENTIRE. AGREEMENT. 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 IN WITNESS WHEREOF, Kimberly Borgman hereby acknowledges that he/she has been authorized by a resolution of the City of Coopersville, 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: Kimberly Borgman City Clerk WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21258 6/17/2021 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 LT, Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of a credit card or electronic check, utilizing the Internet. 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 G2Gc1oud.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 LT. Service. L4 The Enhanced Access Fee charged to the general public shall be an amount established by County Board of Commissioners (MISCELLANEOUS RESOLUTION 407121, County Board of Commissioner Minutes, May 24, 2007, p. 246) or as revised by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2. t 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 REQUIREMENTS 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 1 Page 1 NIP, 21258 6/17/2021 EXHIBIT I I.T. SERVICES AGREEMENT ONLINE PAYMENTS 4.1.2 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. 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 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.G2Gcload.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 Page 2 MR 21258 6/17/2021 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 Goss 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 I Page 3 MJZ 21258 6/17/2021 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 407121, 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 (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 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 LT. 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 42.1 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 Page I NIR 21258 6/17/2021 EXHIBIT II 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 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 11 Page 2 MR 21258 0/17/2021 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 21258 6/17/2021 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF HARPER WOODS This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Harper Woods ("Public Body") 196) 7 Harper Avenue, Harper Woods, MI 48225. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. 'the following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1 . Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for reliefor damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential. whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 1.5. Dav means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6, Public Rodv means the City of Harper Woods which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv F.mnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc,'s (` ESRI") secure cloud. 4.9.12. 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 L Online Payments Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity X Exhibit IX: X Exhibit X: Internet Service CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XIl: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit X1V: Security Best Practice Advice 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. I Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https:/Jsc,.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 1. 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 06/17/2021 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 T.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 INTERI,OCAI, AGRFEMENT, 4J . 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 tenninated 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 D6/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of finds 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, includingjudgments 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. USF 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 (mown 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. 9.2. County makes no warranty that (i) the I.T. Services will meet Public Body's requirements; (ii) the I.T. Services will be uninterrupted, timely, secure or error -free; nor (iii) the results that may be obtained by the I.T. Services will be accurate or reliable. 8.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9. LIMITATION OF LIARILITV. In no event shall either Part}' 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 RFSOLUTION, 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 Page 9 of 12 J.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 06/17/2021 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. 113. 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 Section 11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section, 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14, NO EMPLOYEE -EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY RF.NF,F1C1 ARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16, NO IMPLIED WAIVER, Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competentjurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 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 21-258 06/17/2021 19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 20, FORCE MAJEURF,. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21, 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: City Manager Joseph Rheker, City of Harper Woods, 19617 Harper Avenue, Harper Woods, MI 48225. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23. ENTIRE AGREEMENT, 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. 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 1 I of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 IN WITNESS WHEREOF, City Manager Joseph Rheker hereby acknowledges that he/she has been authorized by a resolution of the City of Harper Woods, 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: Joseph Rheker City Manager WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that lie has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT Mk 21-258 06/17/2021 EXHIBIT VII1 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 COIiNTY 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 OalcNet 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 PIIRLIC 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 I.T. SERVICES AGREEMENT— EXHIBIT VIII Page 1 MR 17-263 9/28/2017 EXHIBIT VIII I.T. SERVICES AGREEMENT OAKNET CONNECTIVITY local I 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. I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 2 MR 17-263 9/28/2017 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 he 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 (LT.) 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 I'or 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 IX Page I MR 17-263 9/28/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. LL 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 Poliev Boar 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 Annlientions 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE ( 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.oakeov.com/clemis or www.elemis.ore. 1.9. Criminal Justice Information Services ("CJIS") Security Policy is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("Of") as defined in the CJIS Security Policy, 1.10. Fire Records Management Svstem !" FRMS"l, is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CI.F.MIS DIVISION RFSPONSIBiiJTIFS. 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is filly incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Ltv c,. X?nIP5, 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. Count}, does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit VIM Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit Vill to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement, Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3, Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT-EXIE ITX Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee— 4/15/21 MR 21-258 06/17/2021 PAGE j 2 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. Security/Rackground 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 Fntrv.. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data nwnershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate[Exroingment/Redactinn. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/F.nuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Rodv Facilities, if Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., used to access CLEMIS. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee - 4/15/21 MR 21-258 06/17/2021 PAGE 13 EXHIBIT X 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, Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PIJBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Renuest by Public Rodv for Public Rodv 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 Reauests to County for Public Bndv Data, 4.2.1. Michigan Freedom of Information Act Reauests. 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 Leval Rennests (Excludine FOIA Reauests) to Countv 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 42 does not apply to the CLEMIS Crash Purchase Application, which is governed by section 6 (below). 4.3. Continuous Access to Public Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE � 4 EXHIBIT X 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. Providi,no PuLic F3ndv 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-I0 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. Cods for Providinu Public Botiv 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsihle for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Conunittee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharino 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. S. FINANCIAL RESPONSIBiLITiES—CLEMIS FEF, 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 Establishment of CLEMIS Fee, The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee; The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds,, County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Coinmittee 03/11/21 Approved by CLEMIS Advisory Committee--4/15/21 MR 21-258 06/17/2021 PAGE 16 EXHIBIT X 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 Public Body uses the CLEMIS Citation Payment Application thereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of I1RL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Questions Revar(tmo Pavment of Tickets/Citations/Parkinu Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application, Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. 6.6. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The fiords for the payment to Public Body/Como will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Aunlicatinn. 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee03/11/2) Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Oblivations and Resnonsibilities if Public 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 Processinu. If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing set -vices with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Elavon, Inc. 6,11.3. Senarate Denository Bank Account, If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEWS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 00/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advispry Committee Meetings, The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advimry 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBITIF.S UPON TERMINATION/CANCF.I,LATION. 10.1. 1]se of CLEMIS & CLEMiS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Ilse and Access to Public Body's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee --a/15/21 MR 21-258 06/17/2021 PAU, 110 ADDENDUM A L CLEMIS CATFGORIFS I TIFF Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum 'FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 F ✓ 0 16 or more FTE's Tier 2 O 6 —15 FTE's O 1— 5 FTE's ElTier 16 or more FTE's 21 0 6 —15 FTE's Q 1 — 5 FTE's Q 16 or more FTE's Tier 3 0 6 —15 FTE's 0 1 — 5 FTE's Q 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded 4 1 Tier 6 (eCLEMIS) 0 19 or more FTE's n 6 —18 FTE's n 1 — 5 FTE's Tier 7 Public Safety Answering Point (PSAP)ICentral Dispatch Center Tier 8 Jail Management (outside Oakland County) Federal Departments Offices or Agencies Inquiry Only in the State of Michioan (does not contribute any data) District Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application, QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ElCircuit Court (outside Oakland County - does not contribute any data) ElProsecutor Office (outside Oakland County, does not contribute any data) 0 FIRMS Participant (Fire Records Management System) Page 11 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Computers t"MDC" t WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑Livescan 0 WITH printer Q WITHOUT printer ❑ mucisho Capture Station and Investigative Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) © u' 11 ...� r. 1�. •r Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone (563) 387-4833 Email brenda.tavlor(&Gentralsouare.com R FFore Records Management Svstem In Oakland County O Phase I () Phase II Fire Recnrds Management System Outside Oakland County Police. Fire and/or Public Safety Department Data Extract In Oakland County 0 Outside Oakland County Vendor name Arx Communitv Address: 19 Clifford St, 8th Floor, Detroit, MI 48226 Contact: Bo Chang Phone: (734) 276-8670 Email: bo@arxcommunity.com Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 ❑✓ CRASH Reoort Payment Amount: $ 10.00 _Enhanced access Eep DpsbuLraement Instructions QDisbursement when RequestedDisbursement Quarterly Make Check Payable to City of Harper Woods OPT-Ot1T of Exhibit V (Oak Pt Connectivitv1 OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodvl Date Page 1 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF IMLAY CITY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Imlay City ("Public Body") 150 N Main Street, Imlay City, MI 48444. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following; 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Aureement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3, "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 LT. SERVICES - INTERLOCAL AGREEMENT MR 21-258 00/17/2021 1.5. D-a_x means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the City of Imlay City which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Rodv Em niovee 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. I.S. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit 11: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services Exhibit Vlll: Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. CO1iNTV F.FSPQNSiBILITIES. 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 LT. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 23. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PC'I DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21.258 06/17/2021 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 a oakgov.com Service Center Website https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. 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 follow County's LT. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/f 7/2021 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. if required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of t2 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 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. d. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of frmds 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. hrterest 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. ASSIIRANCES. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 LIARILITY. 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 EMPLOVF,F,-F.MPLOVER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVF.RABILITV. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the tern or condition shall be deemed severed from this Agreement. All other terms, 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 21-258 06/17/2021 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 MA.IEIJRE. 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, tire, 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: City Manager Craig Horton, City of Imlay City, 150 N Main Street, Imlay City, MI 48444, 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE,. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23, ENTIRE AGREEMENT, 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. 232. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. Page 11 of 12 LT, SERVICES - INTERLOCAL AGREEMENT MR21-259 06/17/2021 IN WITNESS WHEREOF, City Manager Craig Horton hereby acknowledges that he/she has been authorized by a resolution of the City of Imlay City, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: Craig llorton City Manager WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT bIR 21-258 06/17/2021 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIQNa. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. I.I. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory or Poliev 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 Apmlications 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/ 1 1 /21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 00/17/2021 PAGE II EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.8. CLEMIS Wehsite is the portion of the County's website dedicated to CLEMIS located at www.oakeov.com/clemis or www.clemis.ore. 1.9. Criminal Justice Information Services f"CJIS"1 Security Policy is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Manaeement Svstem f"FRMS"1 is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Ao_ li io s. 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 Weebsite. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy.. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit VIll. 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 ofManagement Contfn1 Agreement. Public Body shall execute aManagement Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Reuulations. 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-E.XHIBITX Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee—4/15/21 MR 21-259 06/17/2021 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. Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data nwnershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/F,xnungment/Redaction., Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/E,nuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Rodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, IT Lines, etc., used to access CLEMIS. LT. SERVICES AGREENIENT-EXHIBIT X Approved by CLEMIS Strategic planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 13 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 3.t3, F.-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall filly cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC ROPY OR THIRD PARTIES._ 4.1. Request by Public Rodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Party Requests to County for Public Bodv Data. 4.2.1. Michigan Freedom of Information Act Renuests. County will respond pursuant to applicable law, to Michigan Freedom of Information Act ("FOW') 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 FO1A requests received by the Public Body. 4.2.2. Other Legal Renuests (Excluding FOIA Reauestsl to Countv for Public, Bodv 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 infotnn Public Body of the request for the put -pose 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 FO1A 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 Bodv Data by Third Parties., 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic planning Committee 03/11/21 Approved by CLEMIS Advisory Committee -- 4/15/21 MR21-258 06/17/2021 pAGG 14 EXHIBIT X 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data, Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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, FINANCIAI. RFSPONSIBILITIF,S—CI.F,MIS FFE 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS; Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general find 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 01aerational Problems., Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than I.T. SERVICES AGREEMENT-EXMBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 16 EXHIBIT X 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. Onestinns Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Seenrity of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No 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. 6A Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 071211 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Annlication, The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts., Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsihilities if 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. S;narate n-Vg) ,i,tgry 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. Fstahlishment and Purnose of CLEMIS Advisory Committee, The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.P. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. COmDOSition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetinus, The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisory Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEWS Advisory Committee —Subcommittees, The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on-line/remote training. If the training classes are held at County facilities or held in an on-line/remote format, then such training classes are at no cost to Public Body or Public Employees. If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee—4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBiT1ES UPON TERMINATION/CANCELLATION. 10.1, Use of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2, Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data anon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Ohlination to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid is 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 AGREEMENT-EXWBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Trer f 0 16 or more FTE's O 6 — 15 FTE's Q 1 — 5 FTE's F] ilia 0 16 or more FTE's 0 6 —15 FTE's Tier 2.5 0 1 — 5 FTE's IQ 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's V 6 —15 FTE's O 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded ✓ Tier 6 (eCLEMIS) 0 19 or more FTE's 6 —18 FTE's 0 1 — 5 FTE's El Tier 7 Public Safety Answering Point (PSAP)ICentral Dispatch Center Tier 8 Jail Management (outside Oakland County) Federal Departments Offices or Agencies Innuiry Only in the State of Michigan (does not contribute any data) District Court in Oakland Cnj= (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. J Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) FIRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMISAdvisory Committee 07-16-15 Approved by BCC 8-13-15 alsonv-TOTOlure i a xirilF'1.WjkN_\i1071!61 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑ "Mobile Data Computers 1"MDC"I 0 WITH County provided wireless 0 WITHOUT County provided wireless OCAD Only WITHOUT County provided wireless ❑ 1.tYesca4 0 WITH printer WITHOUT printer ❑Muashot OCapture Station and Investigative 0 Investigative Only ElJail Management ❑CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County ❑ OakVideo (CLEMIS Member located outside Oakland County) ❑ rime Mappina Application Vendor name Address Contact: Email ❑ Pawn Application Fire Records Management Systern In Oakland County. Phone: Police Fire and/or Public Safety Department Data Extract aIn Oakland County 0 Outside Oakland County Vendor name: Address: Contact: Email: Phone: Page 1 2 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 MASH Renort Pavment Amount: $ 9.00 Enhanced Acregc FPP f)i¢hnrsement Instructions 0 Disbursement when Requested Disbursement Quarterly Make Check Payable to: City Of Imlay City ❑✓ OPT -OUT of Exhibity IOakNet Connectivitvl OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMiS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF LIVONIA This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Livonia ('Public Body") 33000 Civic Center, Livonia, MI 48154 . 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, sliall be defined, read, and interpreted as follows. l .l. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Bodv means the City of Livonia which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8, Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 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 wort. stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by Comity'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 IL• Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT NIR 21-258 06/17/2021 Exhibit X11: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COIJNTV RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2 2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - fNTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 9:30 a.m, to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter( )oakgov.com Service Center Website https: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 BODV 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.4. Public Body shall not interfere with or disrupt the LT. Services provided herein or networks connected with the I.T. Services. 3.5, Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated i❑ 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 shalt require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing, 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shalt 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 3.7.9.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 2I-259 06/17/2021 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. DIJ RATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer— Cash Acetg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund I"DTRF"1, 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. ASSIIRANCF,�. 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 Page 8 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21.258 06/17/2021 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. DI CL IMF,R QR. 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. DISPIiTE 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MA 21-259 06/17/2021 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 Section 11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO FMPLOYEF-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVF.RABH.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 terms, conditions, and provisions of this Agreement shall remain in full force. 18. PRECEDENCE OF DOCUMENTI-. 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 MR21-258 06/17/2021 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 MA.TFIJRE. 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, wort: 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: Mayor Maureen Miller Brosnan, City of Livonia, 33000 Civic Center, Livonia, MI 48154. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO.IURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 06/17/2021 IN WITNESS WHEREOF, Mayor Maureen Miller Brosnan hereby acknowledges that he/she has been authorized by a resolution of the City of Livonia, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: Maureen Miller Brosnan Mayor WITNESSED: DATE: AGREEMENT ADMINISTRATOR: DATE: (IF APPLICABLE) IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT NIR 21-258 06/17/2021 EXHIBIT VIII 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, subset 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 OalcNet 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 RESPONSIBUATIES 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 I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 1 MR 21-258 06/17/2021 EXHIBIT VIII 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. I.T. SERVICES AGREEMENT — EXHIBIT VIII Page 2 MR 21-258 06/17/2021 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (lmown 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 Poliev, 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. CLFMIS Apmlications 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/ 1 1 /21 Approved by CLEMIS Advisory Committee —4/15/21 MR 21-258 06/17/2021 PAGE I I 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.oakeov.com/clemis. or www.clemis.orv. 1.9. Criminal Justice Information Services t"CHS"1 Security Policv is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CH") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS" � is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLF.MISDIVISION RESPONSIBILITIES, 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with 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. 23. 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 (Oal<Net Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR21-258 06117/2021 PAGE12 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. 3.3. Securitv/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CAS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Acenracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data tlndate/Fxnunament/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3,10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Eouinment, The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Chanves 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, TI Lines, etc., used to access CLEMIS. LT. SERVICES AGREEMENT-EXHIBrr X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 13 EXHIBIT X 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. CoMeration. 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. Reanest by Public Bodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Reauests to Countv for Public Bodv Data. 4.2.1. Michivan 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 Leal Reauests (Excluding FOIA ReouestO 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 Bodv Data by Third Parties: 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREE1vIENT-EXM1fl'r X Approved by CLEWS Strategic Planning Committee 03/11/21 Approved by CLEWS Advisory Committee — 4/15/21 MR 21-259 06/17/2021 PAGE, 14 EXHIBIT X 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. Prnvidine 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data, Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharinv Data with other CLEMIS Members. Public Body aclmowledges and agrees that County may share Public Data with other CLEMIS members upon the recommendation and counsel of the CLEMIS Advisory Committee. 5. FINANCIAL RFSPONSIBILITIF,S—CLEMIS FF.F 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and set -vices, 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. F,stablishment of CLF,MTS 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. CLEWS 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-25R 06/17/2021 PAGE 16 EXHIBIT X 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 IiRL. 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 Reuardinrz Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data,, County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No 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 tern 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. Pavment Transaction for Pavment Annlication, When using the Payment Application, a person or entity paying a citation/ticl<et/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/Coma will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLENBS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 NIR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Rennrt. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Responsibilities if Puhlic Bodv is a Court, 6.11.1. Access to Website. If Public Body is a Court, then Comity 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. Senarate Dennsitory 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. CLEMISADVISORYCOMMITTF,E. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I: r. SERVICES AGREEMENT-EXt-BBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLF,MIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7A. CLFMIS 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLE1vI1S Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBITIES I1PON TERMINATION/CANCELLATION. Io.l. Ilse of CLEMIS & CLE.MIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data noon Termination/Cancellation- Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 110 ADDENDUM A u •F Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). ✓ Tier 1 Q 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Trer 2 ®0 16 or more FTE's Tier 2.5 0 6 —15 FTE's 0 1 — 5 FTE's IQ 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's Q 6 —15 FTE's 0 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) O19 or more FTE's 16 —18 FTE's n 1 — 5 FTE's Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center Tier 8 Jail Management (outside Oakland County) Egpral OBnartments- Offir•.es or Agencies Inauiry Only in the State of Michigan (does not contribute any data) Opictrict Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. EIgistrict Court outside Oakland County OPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) FIRMS Particioant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑✓ Mobile Data Computers ("MDC"1 OWITH County provided wireless 0 WITHOUT County provided wireless QCAD Only WITHOUT County provided wireless ❑Lavescan (�) WITH printer O WITHOUT printer ❑ Muasho 0 Capture Station and Investigative Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Mannina Application Vendor name: CentralSquare Address: 5160 Carroll Canyon Road, Suite, 100, San Diego, CA 92121 Contact: Brenda Taylor Phone. (563) 387-4833 Email. brenda.tavlor@centralsauare.com FPawn :., .a • Records Maylanpirrient Svstem In Oakland County Phase Fid Fire Records Manaaernent System Outside Oakland County Police. Fire and/or Puhlir. Safety Department Data Extract QIn Oakland County Outside Oakland County Vendor names ESO Solutions Inc. Address: 11500 Alterra Parkway, Suite 100, Austin, Texas 787598 Contact: Robert Munden, General Counsel Phone. 666-766-9471 ext. 1253 Email: Robert.munden@eso.com Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 0 In Oakland County (Outside Oakland County Vendor name:Bryx Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas Phone: (408) 406-2808 Email daveabrvx.com 0 In Oakland County (Outside Oakland County Vendor name: Arx Community Address: 19 Clifford St, 8th Floor, Detroit, MI 48226 Contact: Bo Cheng, President Phone: (734) 276-8670 Email: boCa).arxcommunitv.com 0 In Oakland County Vendor name Address Contact: Email (Outside Oakland County Phone: MASH Rennrt Pavment Amount: $ 5.00 Enhanced Arr.Psc Fee r)ishursement Instructions 0 Disbursement when Requested (Disbursement Quarterly Make Check Payable to: City of Livonia OPT -OUT of Exhibit V (OakNet Connectivity) OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND TOWNSHIP OF NORTHVILLE This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Township of Northville ("Public Body") 41600 W Six Mile Rd, Northville, MI 48168. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, count costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such personssuccessors. Page 1 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/22/2021 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Rndv means the Township of Northville 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 Rndv E.mnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9, I.T. Services means the following individual I.T. Services provided by County's Department of information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/22/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County, or at Public Body (hosting), is not included. 1.9. 10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (CIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (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. I.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit li: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT Nut 21-258 06/22/2021 Exhibit XII: Data Sharing Exhibit XII1: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21.258 06/22/2024 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 selvicecenter(i-�,oal(gov.com Service Center Website https://sc.oakgov.ci 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 ROPY RF,SPONS11111ITIES. 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/22/2021 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 cinder this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. 3.7.8.3. 3.7.8.4. 3.7.8.5. Telephone Number Email Address Public Body Name Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 MR 21-258 06/22/2021 I.T. SERVICES - INTERLOCAL AGREEMENT 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAI. AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. if Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAVMF.NTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to I.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, 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. Page 7 of 12 Y.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/22/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Pund ("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 j udgments 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/22/2021 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 WARRANTIF,S, 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 LT. Services will be uninterrupted, timely, secure or error -free; nor (iii) the results that may be obtained by the I.T. Services will be accurate or reliable. 9.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. 9, LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. DISPUTE. RESOLUTION. All disputes relating to the execution, interpretation, performance, or nonperformance of this Agreement involving or affecting the Parties may first be 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/22/2021 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 t. f. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOYEE -EMPLOYER RELATIONSHIP, Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY RFNFFICTARIT,S. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER, Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SF,VERABILITY. If a court of competent jurisdiction finds a tern or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 18. PRECF.DENCE OF DOCUMENTS. In the event of a conflict between the terms of and conditions of any of the documents that comprise this Agreement, the terns 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 21-258 06/22/2021 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 MA.TEIJRF. 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: Township Manager Todd L. Mutchler, Township of Northville, 41600 W Six Mile Rd, Northville, MI48168. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING. LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23. ENTIRE AGREEMENT. 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT POR 21-258 06/222021 IN WITNESS WHEREOF, Township Manager Todd L. Mutchler hereby acknowledges that he/she has been authorized by a resolution of the Township of Northville, 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: Todd L. Mutchler Township Manager WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 EXHIBIT VIII 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 COUNTYRESPONSIBILiT1ES 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 mash, 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 OalcNet 1.4 County shall use reasonable means to provide the LT. 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 Pl1BLIC BODY RESPONSiBILIT] F,S 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 ofthe I.T. SERVICES AGREEMENT —EXHIBIT Vlll Page I MR 21-258 06A V2021 EXIHBIT VIII 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. I.T. SERVICES AGREEMENT —EXHIBIT Vlll Page 2 NIR 21-258 06/17/2021 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications, CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEWS 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 tformeriv known as the CLEMIS Advisory or Poliev Board is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE I I 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.org. 1.9. Criminal Justice Information Services ("CAS") Security Poliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. U0. Fire Records Management Svstem t"FRMS' 1, is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEWS 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. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PiJBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit Vill. I Jnless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VBI to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OaWet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 IJ21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 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. Security/Raeliground Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entry, Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Aecuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/ExnunLim ent/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Rodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of HardwareEauinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12, Changes or Alternations to Public Bodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAUE 13 EXHIBIT X 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. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PIJBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Reouest by Public Bndv for Public Bodv Data, Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Renuests to Countv for Public Bodv Data. 4.2.1. Michigan Freedom of Information Act Renuests. 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 Legal Renuests (Excluding FOIA Renuestsl to Countv 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 Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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. Providinu Puhlic Rodv 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 Providinu Pnhlic Rndv 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsihle for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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 RESPONSIRILITIES—CLEMIS FEE 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. DenOSit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5A Financial Statement for CLEMIS and FRMS Funds; The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than LT. SERVICES AGREEMENT-EXIi1BIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 Mit 21-258 00/17/2021 PAGE! 16 EXHIBIT X 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. COUNTV/PUBL1C RODV RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE. APPLICATION. If Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of 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 ReVarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Reports. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Seenrity of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No 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. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICL^'S AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic planning Committee 03/1 IJ21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Reports. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Ob► L3ations and Resnonsihilities if Public Bodv is a Court. 6.11.1. Access to WebsitL 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 Processinu. 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. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank: account numbers and routing number to give effect to this requirement. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee —d/15/21 NIR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMTS Ardyisory 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBITiES UPON TERMINATION/CANCELLATION. 10.1. Use of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data anon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGRIIO ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). RU 1 O16 or more FTE's O 6 —15 FTE's 0 1 — 5 FTE's Trer 2 ElTier 16 or more FTE's 2.5 0 6 —15 FTE's 0 1 — 5 FTE's O 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's EI Llama Q16 or more FTE's O 6 —15 FTE's �1 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 0 19 or more FTE's Tier 7 Public Safety Answering 6 —18 FTE's Point Dispatch n 1 — 5 FTE's (PSAP)/Central Center E] Tier 8 Jail Management (outside Oakland County) Federal DenartmentR Offices or Agencies Inmriry Only in the.. State of Michiaan (does not contribute any data) District Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 ��// Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) ElFRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 80C 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑✓ Mobile Data Computers ("MDC" ) WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑✓ LIYcsan 8 WITH printer Q WITHOUT printer Muashot ❑ � Capture Station and Investigative 0 Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) '� n• II ..�� r• _rr .r Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (563) 387-4833 Email brenda.tavlor(ailcentralsouare.com Fre Records r . , . u Y i- n1R•k1.19MgK . . TiMWrATf AT Police. Fire and/or Public Safgfv nenartment Data Extract In Oakland County Outside Oakland County Vendor nam. ESO Solutions, Inc. Address: 11500 Alterra Parkway, Suite 100, Austin, Texas 787598 Contact: Robert Munden, General Counsel Email: Robert. munden@eso.com Phone: (866) 766-9471 ext. 1253 Page 12 Approved by SP Committee 07-08-15 Approved by CLEMISAdvisory Committee 07-16-15 Approved by BOC 8-13-15 QIn Oakland County OOutside Oakland County Vendor name: Bryx Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas Phone: (408) 406-2808 Email: davea-brvx,com QIn Oakland County (!)Outside Oakland County Vendor name: Arx Community Address:_19 Clifford St, 8th Floor, Detroit, MI 48226 Contact: Bo Cheng, President Phone (734) 276-8670 Email: boearxcommunitv.com 0 In Oakland County Vendor name Address Contact: Email QOutside Oakland County Phone: RCRASH Report Payment Amount: $ 5.00 Enhanced Access Fee Disbursement Instructions 0 Disbursement when Requested Q Disbursement Quarterly Make Check Payable to: Township of Northville OPT -OUT of Fxhibit V (OakNet Connectivitvi OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature. (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEWSAdvisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND OAKLAND UNIVERSITY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Oakland University ("Public Body") 2200 N Squirrel Rd, Rochester, MI 48309 . County and Public Body may also be referred to jointly as "Parties". Pi IRPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("LT. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, toll, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page I of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 1 l :59 p.m. 1.6. Public Rodv means the Oakland University which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analyties, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity X Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTY RESPONSIBILITIES. 2.1, County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2 2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2 2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 T.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 weer:. 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. I Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://sc.oakgov.com 2.9. 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 1. 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.4. 3.5. 3.6. 3.7. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 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. 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. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 tract: the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be tiled 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. T.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. Page 7 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acetg. Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Patty or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, tines and fees associated with any misuse by its Public Body Employees of the LT. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or immunity of the Patties. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-259 06/17/2021 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 00/17/2021 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. l I. I. 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. SLT PENCTQN QF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section] 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOYF,E-EMPLOYER RT.T ATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER, Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 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 b12 21-258 06/17/2021 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 MA.IF.IIRE. 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 accolmnodate 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: Vice President Thomas LeMarbe, Oakland University, 2200 N Squirrel Rd, Rochester, MI 48309. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JIIRI.SI)TCTION 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 61h 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 IN WITNESS WHEREOF, Vice President Thomas LeMarbe hereby acknowledges that he/she has been authorized by a resolution of Oakland University, 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: Thomas LeMarbe Vice President of Finance & Administration WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 EXHIBIT VIII 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 (OalcNet) 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). Ifthe 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 ofthe I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 1 MIZ 21-258 06/17/2021 EXHIBIT VIII 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. I.T. SERVICES AGREEMENT— EXHIBIT VIII Page 2 MR 21-258 06/17/2021 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 notprovide an Internet routable address to the Public Body for incoming Internet traffic. 2.0 PURLIC 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. LT. SERVICES AGREEMENT —EXHIBIT IX Page 1 MR 21-258 06/17/2021 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. l .l . CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee !formerly known as the CLEMIS Advisory or Poliev, 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 Annlieations are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. L4. 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 W ebsite. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. I.T. SERVICES AGREEMENT-EXtIIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE I I EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.8, CLEMIS Wehsite is the portion of the County's website dedicated to CLEMIS located at www.oakeov.com/clemis or www.clemis.org. 1.9. Criminal .iustice Information Services ("C.IIS") Security Policy, is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem (L F'RMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Anplications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of"County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Revolutions. 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 BO>)V RESPONSIBILITIES, 3.1. Execution of Exhibit VITL 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 thne to time, The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Reputations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 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, Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownership,, All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Aceuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Ilndate/Exnungment/Redaction, Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bndv Facilities., Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Eaoinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Bodv Facilities., If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, Tl Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 b1R 21-258 06/17/2021 PAGE, 13 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 3.13. F, Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooueration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PIJBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Request by Public Bodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Requests to County for Public Bodv Data.. 4.2.1. Michigan Freedom of Information Act Reauests. 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 Legal Reauests (Excluding 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 put -poses 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 Bodv Data by Third P;-arties. , 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 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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. Providine 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 Providinu Pnhlic 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 (*'IIIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement, 4.7. County not Responsible for Third 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE, 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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—CT.,EMI FE 5.1, Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and FRMS Find are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5A Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than I.T. SERVICES AGREEMENT -EXHIBIT X .Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 VR 21-258 06/17/2021 PAGE 16 EXHIBIT X 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/PIJBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT A PP7_ICATION AND CLFIMIS CRASH PURCHASE APPLICATION, If Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of 17RI.. 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 ReVardinu Pavment of Tickets/Citations/Parkino Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body, 6.3. Security of Data.. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 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. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County, 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 O6/17/2021 PAGE 17 EXHIBIT X 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 Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, 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. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS .ADVISORY COMMITTEE.. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT-EX14II3IT X Approved by CLEMIS Strategic Planning Committee 03/1 I/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition of CLEMIS Advisnry Committee, The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMiS Advisnry Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CLEMIS Advisnry Committee Officers. Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLF,MIS Advisnry Committee —,Subcommittees. The CLEMIS Advisor), 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. Comity shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1 /21 Approved by CLEMIS Advisory Committee — 4/15/21 MA 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSMITIES UPON TERMINATION/CANCELLATION. W.I. Use of CLEMIS & CLEMIS Apmlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2, Ilse and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Term ination/Caneellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Ohlieation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). �✓ Tier 1 F] 16 or more FTE's Lau O 6 —15 FTE's 0 1 — 5 FTE's er0 Ti16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's IQ 16 or more FTE's 0 6 — 15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 0 19 or more FTE's Ti=r 7 Public Safety Answering 6 —18 FTE's n 1 — 5 FTE's Point (PSAP)/Central Dispatch Center Tier 88 Jail Management (outside Oakland County) Federal Departments. Offices contribute any data) or Agencies Ina uiry Only in the tat of Mm haaaji (does not District Court in Oakland Count (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ..1. •,.,i- ..� 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application Is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) OProsecutor Off ice (outside Oakland County, does not contribute any data) FRMS Partici aunt (Fire Records Management System) Page 11 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Comnuters I"MDC" 1 WITH County provided wireless O WITHOUT County provided wireless OCAD Only WITHOUT County provided wireless ❑✓ Livescan WITH printer O WITHOUT printer Muashot ❑ � Capture Station and Investigative 0Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) ❑ Crime Mappina Application Vendor name Address Contact: Email Pawn Application Fire Records Management System In Oakland County OPhase O Phase11 Fire Rerords Management System Outside Oakland County Phone: Police, Fire and/or Public Safety Department Data Extract OIn Oakland County O Outside Oakland County Vendor name: Address. Contact: Email: Phone: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 ❑✓ CRASH Report Payment Amount: $ 5,00 Enhanced Access F e Disbursement Instructions aDisbursement when Requested (�) Disbursement Quarterly Make Check Payable to: Oakland University (1Pi-(li IT of Exhibit V (OakNet ConneCtmV'tVj OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF PLYMOUTH This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Plymouth ("Public Body") 201 S Main, Plymouth, MI 48170 . County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1_ Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, toll, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. CounIX means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 00/17/2021 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at l 1 :59 p.m. 1.6. Public Bodv means the City of Plymouth which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Body E,mnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for 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. L9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT M11,21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11, Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit 11: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VIE Data Center Use and Services X Exhibit Vlll: Oaknet Connectivity X Exhibit LX: Internet Service X ExhibitX: CLEMIS Exhibit Xl: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTYRESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the T.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 wort: 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. 23. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system, 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 rr oakgov.com Service Center Website https:Hse.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. 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 BODV 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 rude. Public Body is responsible for ensuring the accuracy and currency of data contained within its applications. 3.3. Public Body shall follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 Beep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the T.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/t72021 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 terns 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. DITRATION OF INTF,RLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise 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. PAVMENTS. 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. Page 7 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. IISE 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. DLSCL.AIMF,R 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 T.T. Services will be accurate or reliable. 8.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will 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 RF,SOLIITION. 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. IL TERMINATION OR CANCELLATION OF AGREEMENT. ILL 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. S►JSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DF,I,FGATION 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 EMPLOVFF,-EMP[,OVER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PART' BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 19. 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 21-258 06/17/2021 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: Mayor Oliver Wolcott, City of Plymouth, 201 S Main, Plymouth, MI 48170. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 23. ENTIRE AGREEMENT. 23.1. This Agreement represents the entire agreement and understanding between the Parties regarding the specific Services described in the attached Exhibits. With regard to those Services, this Agreement supersedes all other oral or written agreements between the Parties. 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 IN WITNESS WHEREOF, Mayor Oliver Wolcott hereby acknowledges that he/she has been authorized by a resolution of the City of Plymouth, 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: Oliver Wolcott Mayor WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 00/17/2021 EXHIBIT VIII 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, subset 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). Ifthe 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 I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 1 MR 21-258 06/17/2021 EXHIBIT VIII 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. I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 2 MR 21-258 06/17/2021 EXHIBIT 1X 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 notprovide 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 (LT.) 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 IX Page 1 MR 21-258 06/17/2021 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as `CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: 1. DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. LL 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 Poliev Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3, CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLF,MIS 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/I5/21 MR21-258 06/17/2021 PAGE II EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 1.8. CLFMIS Website is the portion of the County's website dedicated to CLEMIS located at www.oakRov.com/clemis or www.clemis.ore. 1.9. f riminal .Iustice 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 Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations, and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBiMITTES. 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 OalcNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 I/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 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. Security/RaekQround 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 CAS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entry, Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracvt 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/Exmingment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities_ Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Eauinment. 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. Chances 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, TI Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 13 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 3.13. F.-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Renuest by Public Bodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Renuests tp County for Public Bodv Dat,L 42.1. Michigan Freedom of Information Act Renuests. Comity 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 Legal Renuests !Excluding FOIA Reauestsl to County for Public Bodv 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. Forthe 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 Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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. Providine 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 FIIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsihle for Third Partv Ilse of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/ 15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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, Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems._ Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than CC SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 00/17/2021 PAGE 16 EXHIBIT X 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. 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 IIRL. 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 Reuardinu Pavment of Tickets/Citations/Parkinn Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. 6.6. Pavment Transaction for Pavment ADDlication. 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 finds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT-EXFIIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsibilities if Public 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. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTF,E. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1 /21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMIS Advisnry Committee Meetinus. 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 Advisnry Committee—SnhcnmmittgML 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. 1.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee— 4/ 15/21 MR 21-259 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBITIES I I PON TERMINATION/CANCELLATION. 10.1. Use of CLEMIS & CLEMIS Annlications.. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Rodv's Data, Upon the effective date of termination of cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-259 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's �✓ Tier 2 0 16 or more FTE's 6 —15 FTE's 0 1 — 5 FTE's El Tier 2.6 Q 16 or more FTE's 0 6 —15 FTE's Q 1 — 5 FTE's Tier 3 0 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 19 or more FTE's n 6 —18 FTE's l J 1 — 5 FTE's ®0 Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center Tier 8 Jail Management (outside Oakland County) Federal Departments. Offices or Agencies Inauiry Only in the State of Michiaaq (does not contribute any data) pictrint Cnurt in Oakland County (excluding 52nd District Courts) QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. nDistrict Court nutside Oakland County QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) ElFRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by POC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Coconut .rs f"MDC"1 QWITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless ❑Lmvescan 0 WITH printer O WITHOUT printer Muashot ❑ 0 Capture Station and Investigative Investigative Only ,fail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) ■ u• u.r� r. _r. .r Vendor name Address Contact: Phone: Email aPawn Application Fire Records Management System In Oakland County Phase 1 0 Phase II Fire Records Management System Outside Oakland CoU= Police. Fire and/or Public Safety Deoartm -nt Data Extract dIn Oakland County Outside Oakland County Vendor name Arx Communitv Address: 19 Clifford St, 8th Floor, Detroit, MI 48226 Contact: Bo Chang Phone: (734) 276-8670 Email: bo@arxcommunity.com Page 12 Approved by SP Committee 07-08-15 Approved by CLEMISAdvisory Committee 07-16-15 Approved by BOC 8-13-15 ORASH Renort Pavmgnt Amount: $ 5.00 Enhanced Access Fee Disbursement Instructions 0 Disbursement when Requested J Disbursement Quarterly Make Check Payable to: City Of Plymouth OPT -OUT of Exhibit V (OakNet Connectivity) OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07-08-15 Approved by CUMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND TOWNSHIP OF PLYMOUTH This Agreement (the "Agreement') is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Township of Plymouth ("Public Body") 9955 N Haggerty Rd, Plymouth, MI 48170. 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. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page I of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.5. Pya.X means any calendar day beginning at 12:00 a,m. and ending at 1 l :59 p.m. 1.6. Public Rodv means the Township of Plymouth which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv F.mnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. L8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MH 21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology, 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit IL Over The Counter Payments Exhibit III: Pay Local 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 X ExhibitVIII: Oaknet Connectivity X Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. C"OUNTV RESPONSIBILITIES. 2.1, County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification, 2.3, County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT Mk 21-258 06/17/2021 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 i Service Center Email Address servicecenter@oakgov.com Service Center Website https://sc.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. 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 RESPONl R TIE . 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time, Page 5 of 12 I.T, SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services, 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7, For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTF.RLOCAI, AGREEMENT, 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. Ali 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of ftmds 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 filly paid. 5.6. Nothing in this Section shalt 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 land, 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. 9.3. Any material or data downloaded or otherwise obtained through the use of the I.T. Services is accessed at Public Body's discretion and risk. Public Body will be solely responsible for any damage to its computer system or loss of data that results from downloading of any material. ). 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 RFSni_i1TION. 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 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 STRVICFpS County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOYEE EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15, NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVF.RABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in 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 21-258 06/17/2021 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 MA,IEURE. 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: Township Supervisor Kurt Heise, Township of Plymouth, 9955 N Haggerty Rd, Plymouth, MI 48170. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO .RJRISDICTION 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 IN WITNESS WHEREOF, Township Supervisor Kurt Heise hereby acknowledges that he/she has been authorized by a resolution of the Township of Plymouth, 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: Kurt Heise Township Supervisor WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 00/17/2021 EXHIBIT V1I1 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 COIINT17 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 I.T. SERVICES AGREEMENT —EXHIBIT VIIl Page 1 NIR 21-259 06/17/2021 EXHIBIT VIII I.T. SERVICES AGREEMENT OAKNET CONNECTIVITY local 1P 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 L[CEN�, TILE 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 VBI Page 2 MR 21-259 06/17/2021 EXHIBIT IX I.T. SERVICES AGREEMENT INTERNET SERVICE INTRODUCTION The 1.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. L3 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 RESPONSIBILITTES, 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 (LT.) 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 IX Page 1 MR 21.258 06/17/2021 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 )968 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. LL 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 Poliev Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. 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. U. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/24 Approved by CLEMIS Advisory Committee-4/15/21 MR 21.258 06/17/2021 PALE I I EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS TS Website is the portion of the County's website dedicated to CLEMIS located at www.oakRov.com/clemis or www.clemis.ore. 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 ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem (11FRMS") 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 RESPONSIBBdTIES. 2,1, Provision of CLEMIS Anolieations. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies.. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3, No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy, 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Exhibit VTjj 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 OalcNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT-EXRMITX Approved by CLEMIS Strategic planning Committee 03/11/21 Approved by CLEMIS Advisory Committee—a/15/21 MR 21-258 06/17/2021 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. Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entry. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data lfndate/Exnungment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/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. Changes or Alternations to Public Bodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, TI Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 0311 1121 Approved by CLEMIS Advisory Committee—4/15/21 MR21.258 00/17/2021 PAGE 13 EXHIBIT X 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. Cooneration. 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 Rndv for Public Rodv 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 Partv Reauests to Countv for Public Rndv Data. 4.2.1. Michigan Freedom of Information Act Reauests, 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 Leval Reauests (Excludine FOIA Reauests) to County for Public Rndv 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 ofdoubt, 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 Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREEMENT-EXMBITX Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surphls/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 Onerational 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/ 15/21 MR 21-258 06/17/2021 PAGE 16 EXHIBIT X 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 CLF,MIS CRASH PURCHASE APPLICATION. If a Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IJRL. Public Body shall be responsible for placing the Payment Application and the Purchase Application URLs on its website; the URLs shall be provided by County. Public Body shall include this URL in printed or electronic communications to the general public regarding the Payment Application and the Purchase Application. 6.2. Ouestions Reeardin, Pavment of Tickets/Citations/Parkin, Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Dates, County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County"s contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract; Third -party service providers such as PayPal Inc, and Elavon, Inc, are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. 6.6. Pavment Transaction for Pavment Annliention. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Anulication. 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for each citation/ticket paid through the Payment Application. Given the small amount of the Enhanced Access Fee for parking tickets, Public Body shall receive no portion of the Enhanced Access Fee collected for parking tickets paid through the Payment Application. 6.8. Amount of Enhanced Access Fee for Purchase Armheation., The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($I.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts- Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsibilities if Public Bodv is a Court. 6,11.1. Access to Wehsite. If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application, 6.11.2. Contract for Credit Card Proge55ing,, 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. Senarate Denositgry Rank Account. If Public Body is a Court, then it shall maintain a corresponding depository batik 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 ADVISORV COMMITTEF,. 7.1. Establishment and Purnose of CLEMIS Advisory Committee, The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLENIS Strategic Planning Committee 03/11/2 ) Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PACE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comoosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 73. CLEMIS Advi%ory Committee Meetinos, 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. T5. CLEMIS Advisory Comm ittee—Sohc000to Wee.% 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. 9. 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RF.SPONSIBITIE,S IJPON TERMINATION/CANCEI,I.ATION. 10.1. IJ.se of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Ilse and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation fiom 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, Oblieation to Pav CLEMIS Fee IInon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. tf 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 AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 W 21-258 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers) Tler 1 V 16 or more FTE's 0 6 —15 FTE's O 1 — 5 FTE's Tier 2 0 16 or more FTE's Tier 2.5 0 6 —15 FTE's 0 1 — 5 FTE's Q16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's ma O16 or more FTE's 0 6 — 15 FTE's 0 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) O 19 or more FTE's Tier 7 Public Safety Answering n 6 —18 FTE's Point Dispatch Center l l 1— 5 FTE's (PSAP)/Central Tier 8 Jail Management (outside Oakland County) Federal Denartni Offices or Agencies Inguiry Oniv in the State of Michigan (does not contribute any data) pjctrirt Cnurt in Oakland County (excluding 52nd District Courts) aPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. ElDistrict Court outside Oakland County OPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) FRMS Particinant (Fire Records Management System) Page 1 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Computers f"MDC"1 WITH County provided wireless Q WITHOUT County provided wireless QCAD Only WITHOUT County provided wireless ❑Lavescan 0 WITH printer O WITHOUT printer Muashot ❑ � Capture Station and Investigative Q Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Manptnp Application Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor, account Manager Phone: (563) 387-4833 Ema', brenda.tavlor(c).centralsouare.com Pawn Anplicati F] fire Records M 0 Phase 1 Q Phase 11 Fire Records Management System Outside Oakland County Pnlice Fire and/or Public Safety Department Data Extract QIn Oakland County 0 Outside Oakland County Vendor nam- Brvx Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact. David Thomas Phone: (408) 406-2808 Email: dave@bryx.com Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 CRASH Report Payment Amount: $ 5.00 Enhanced Access Fee Disbursement Instructions QDisbursement when Requested Q Disbursement Quarterly Make Check Payable to: Township of Plymouth El OPT -OUT of E)Ihibit V (OakNet Connectivity) OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature (to be completed by Public Bodv) Date Page 13 Approved by SP Committee 07 08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND PRESQUE ISLE COUNTY This Agreement (the "Agreement') is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Presque Isle County ('Public Body") 151 E. Huron Avenue, Rogers City, MI 49779. 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. t.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. Couniv means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page l of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 1.5. Da means any calendar day beginning at 12:00 a.m. and ending at 1 1:59 p.m. 1.6. Public Body means the Presque Isle County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. T.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 LT. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 Coma and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Fxhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: X Exhibit 1: Online Payments X Exhibit II: Over The Counter Payments Exhibit Ill: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COITNTV RFSPONSMILITIF . 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS. ) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 9:30 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 z oakgov.com Service Center Website https://sc.oakgov.coru 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 HODV i2ESPONSIBILITIES. 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. if authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. if required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTFRI,OCAI, 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising wider 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21258 6/17/2021 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 T.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 EMPLOYEE -EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THU2D-PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER, Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SF,V ERABILITV. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 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 21258 6/17/2021 19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 20. FORCE MAJEURF,. Notwithstanding any other term or provision of this Agreement, neither Party shall be liable to the other for any failure of performance hereunder if such failure is due to any cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire, explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the United States government or of any other government. Reasonable notice shall be given to the affected Party of any such event. 21. 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: Bridget L. LaLonde, 151 E. Huron Avenue, Rogers City, MI 49779. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING 1 AW/CONSENT TO,:gjyISDICTION 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 AGRF,EMF,N1. 23.1. This Agreement represents tine 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 11 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21258 6/17/2021 IN WITNESS WHEREOF, Carl L. Altman hereby acknowledges that he/she has been authorized by a resolution of the Presque Isle County, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: Carl L. Altman Chairman of Presque Isle County Board of Commissioners WITNESSED: DATE: AGREEMENT ADMINISTRATOR: DATE: (IF APPLICABLE) IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: _ DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21258 6/17/2021 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 LT. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of a credit card or electronic check, utilizing the Internet. 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 (I.T.) Department as described in the Agreement. 4.0 SERVICE ACCESS AND RE' pUIRF.MENTS 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 1 N1R 21259 6/17/2021 EXHIBIT I I.T. SERVICES AGREEMENT ONLINE PAYMENTS 4.1.2 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. 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 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 I.T. SERVICES AGREEMENT — EXHIBIT I Page 2 MR 21258 6/17n021 EXHIBIT I 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. 6A 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 I Page 3 bni 21258 6/17/2021 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 male 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 LT. 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 LT. Service. County will use fees to recover costs associated with this I.T. Service. I.T. SERVICES AGREEMENT —EXHD31T11 Page 1 MR 21258 6/17/2021 EXHIBIT H 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 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 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 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 11 Page 2 NIR 21258 6/17/2021 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 II Page 3 MR 21258 6/17/2021 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF SALINE This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Saline ("Public Body") 100 N Harris, Saline, MI 48176. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security, of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. 1.5. Day menus any calendar day beginning at 12:00 a.m. and ending at 1 1:59 p.m. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.6. Puhlic Rodv means the City of Saline 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 Rprly Fmnlovee 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. LT, Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3, Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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 Oakand 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. 1.9.7. Remedial Support Services means providing Public Body assistance with Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 00/17/2021 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 Covet and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. 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 1I: Over The Counter Payments Exhibit HE Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit V1I: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMFNT MR21-258 06/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COIJNTV RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Pederal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-2M 06/17/2024 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. U. 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 homy 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.-voakgov.com Service Center Website https://se.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. Set -vices and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support 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, if possible, the specific module with which the incident is associated. 3.7.8.6. Exact nature of the problem or function including any error message that Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9, Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terns of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Cleric's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAVMF.NTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to T.T. Services the Public Body receives under this Agreement, then Public Body shall reimburse County for all reasonable costs the County incurs in searching for, 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 06/17/2021 Public Body shall pay the fill amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer— Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or 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 Page 8 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. 6.7. Each Party shall comply with all federal, state, and local ordinances, regulations, administrative rules, and requirements applicable to its activities performed under this Agreement. 7. USE OF CONFIDENTIAL INFORMATION 7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to the County or to a Public Body Employee not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body Employees shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information which can establish by legally sufficient evidence: (i) was in possession of or was ]mown 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Administrator may promptly meet and confer in an effort to resolve such dispute. If they cannot resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. 11. TERMINATION OR CANCELLATION OF AGREEMENT. 1 L L 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. 51TSPFNS1nN 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 F.MPLOYFF.-EMPLOYER RELATIONSHIP; Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 18. PRECEDENCE OF DOCUMENTS, In the event of a conflict between the terms of and Page 10 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 conditions of any of the documents that comprise this Agreement, the terms in the Agreement shall prevail and take precedence over any allegedly conflicting terms in the Exhibits or other documents that comprise this Agreement. 19. CAPTIONS. The section and subsection numbers, captions, and any index to such sections and subsections contained in this Agreement are intended for the convenience of the reader and are not intended to have any substantive meaning. The numbers, captions, and indexes shall not be interpreted or be considered as part of this Agreement. Any use of the singular or plural, any reference to gender, and any use of the nominative, objective or possessive case in this Agreement shall be deemed the appropriate plurality, gender or possession as the context requires. 20. FORCE MA.IFIJRF,,. 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 fast 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, t200 North Telegraph Road, Pontiac, Michigan 48341. 21.2. If Notice is sent to Public Body, it shall be addressed to: Mayor Brian Mart, City of Saline, 100 N Harris, Saline, MI 48176. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO.FITRISDICTION AND VENITE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rude, 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. Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 23.2. The language of this Agreement shall be construed as a whole according to its fair meaning, and not construed strictly for or against any Party. IN WITNESS WHEREOF, Mayor Brian Marl hereby acknowledges that he/she has been authorized by a resolution of the City of Saline, 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: Brian Marl Mayor WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that lie 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 21-258 06/17/2021 EXHIBIT VIII 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 RESPONSIBIT ITIE 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. OalcNet 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 RE.SPONSRUI/TIFS 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 I.T. SERVICES AGREEMENT— EXHIBIT VIII Page 1 MR 17-263 9/29/2017 3.0 4.0 5.0 EXHIBIT VIII 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. SUPPORT The I.T. Service will be supported by County's Information Technology (I.T.) Department as described in the Agreement. 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. LIC. NSF, 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 VI11 Page 2 MR 17-263 9/28/2017 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS INTRODUCTION. The Courts and Law Enforcement Management Information System (known as "CLEMIS") is a multi- faceted, regional public safety information management system, operated and maintained by the Oakland County Department of Information Technology, CLEMIS Division. CLEMIS is comprised of many software applications. CLEMIS was created in 1968 to address the inability of criminal justice/public safety agencies to electronically share data in a timely manner. The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services. Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional time to serve and protect citizens. The Parties agree to the following terms and conditions: DEFINITIONS. The following words and expressions used throughout this Exhibit, whether used in the singular or plural, shall be defined and interpreted as follows. 1.1. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory or Poliev, Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. L4. 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 W ebsite. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/I5/21 MR 21-259 06/17/2021 PAGE I I EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS L8. CLEMIS Wehsite is theportion of the County's website dedicated to CLEMIS located at www.oalciaov.com/clemis or www.clemis.om. 1.9. Criminal Justice Information Services ("CJIS") Security Policy, is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS"I is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2, CLEMIS DIVISION RF,SPONSIRU TTJIF,S, 2.1. Provision of CLEMIS Anplications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A; which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies._ County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODV RESPONSIBiLFFIES. 3.1. Execution of F,xhihit VIH. Ifnless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use Oak -Net, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — Q 15/21 MR 21.258 06/17/2021 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. Seeurity/Backgrtnrnd Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data F,ntrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data 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/Fxnunnment/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 Bptly Facilities, Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3,11. Provision of Hardware/Fnuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Puhlic Borly Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, TI Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEWS Advisoiy Committee — 4/15/21 MR 21-259 06/17/2021 PAGE 13 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 3.13. F,-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES., 4.1. Renuest by Public Bodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Renuests to Countv for Public Bodv Data. 4.2.1. Michigan Freedom of Information Act Renuests. 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 Legal Renuests (Excluding FOIA Renuests) to Countv 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 FOlA 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 Bodv Data by Third Parties., 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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 Rodv 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 Rodv Dates 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREEMENT -EXHIBIT x Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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. FINANCTAI. RESPONSIBILtTIES—CI,RMfS FEE. 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for the CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee., The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee, The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds. County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"). 5.5. Denosit of CLEMTS 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 Onerational 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 16 EXHIBIT X 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 CLFN IS CRASH PURCHASE, APPLICATION, If Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMIS Crash Purchase Application (hereinafter "Purchase Application"), then the following terms and conditions apply: 6.1. Placement of IIRL. 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. Onestions Rerrardinn Pavment of Tickets/Citations/Parkinn Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc, are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. 6.6. Pavment Transaction for Pavment Annlieation. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlieation. 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Annlication, The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts, Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Resnonsibilities if Public 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 Caryl 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. Senarate Denositnry Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE, 7.1. Establishment and Purnose of CLEMIS Advisory Committee,, The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLE1vIIS Advisory Committee — 4/15/21 MR 2t-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition, of C[,E I .Advigory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3. CLEMTS 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—Suhcommittees,, 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT-EXIIIBIT X Approved by CLEMIS Strategic Planning Committee 03JI 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBITiES UPON TERMINATION/CANCELLATION, 10.1. Use of CLEMIS & CLEMIS AnnlieatinnS. 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 anti 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 anon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEWS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 110 UT1 k RIFE1 , Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 0 16 or more FTE's O 6 —15 FTE's 0 1 — 5 FTE's er0 Ti16 or more FTE's O 6 —15 FTE's O 1 — 5 FTE's JJQ 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's a 16 or more FTE's 6 — 15 FTE's a 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded n Tier 6 (eCLEMIS) 0 19 or more FTE's Tier 7 Safety Answering n 6 —18 FTE's Point Dispatch Center n 1 — 5 FTE's Public (PSAP)/Central DTier 8 Jail Management (outside Oakland County) OFederal Denartmepts. Offices or Agencies Inauiry Only in the State of Michigan (does not contribute any data) (j.-jrict Cnurt in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) DI Prosecutor Office (outside Oakland County, does not contribute any data) 0 FIRMS Participant (Fire Records Management System) Page 11 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 II _ell] •r_ :u •� Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑✓ Mobile Data Computers ("MDC") WITH County provided wireless 0 WITHOUT County provided wireless Q CAD Only WITHOUT County provided wireless ❑ WITH printer O WITHOUT printer Muasho ❑ � Capture Station and Investigative 0Investigative Only .tail Manaaement 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) FCrime Mannina Annlication a Vendor name: Central Square Address: 5160 Carroll Canyon Road, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (563) 387-4833 Email brenda.tavlorOcentralsouare.com Fire Records Management System In Oakland County 0 Phase I LJ Phase II Fire Records Management RvMem 0ytside Oakland County Police. Fire and/or Public Safety Department Data Extract QIn Oakland County Outside Oakland County Vendor name Arx Communitv Address: 19 Clifford St, 8th Floor, Detroit, MI 48226 Contact: Bo Chang Phone: (734) 276-8670 Email: bo@arxcommunity.com Page 1 2 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 QSASH Renort Pavment Amount: $ 5.00 Enhanced Access Fee Disbursement Instntctior1l ODisbursement when Requested Q Disbursement Quarterly Make Check Payable to: City Of Saline El OPT -OUT of Exhibit V (OakNet Connectivity) OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 30C 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF ST CLAIR SHORES This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of St Clair Shores ('Public Body") 27600 Jefferson, St. Clair Shores, MI 48081. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4, County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page I of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 1.5. Dav means any calendar day beginning at 12:00 a,m, and ending at 1 1:59 p.m. 1.6. Public Body means the City of St Clair Shores which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires,contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided tinder this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but. for any reason, is no longer employed, appointed, or elected in that capacity. 1.8, Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9, 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 ofmonies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card. a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT Mk 21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, 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 Countv'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 II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VII1: Oalmet Connectivity Exhibit IX: Internet Service X Exhibit X: Exhibit XL• CLEMIS ArcGIS Online Page 3 of 12 MR 21-258 06/17/2021 I.T. SERVICES - INTERLOCAL AGREEMENT Exhibit XI1: Data Sharing Exhibit XIIE Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTYRESPONSIBILITIES, 2. l , County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com I Service Center Website https://se.oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. 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 T.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 CLEMTS 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.4, Public Body shall not interfere with or disrupt the LT. Services provided herein or networks connected with the I.T. Services. 3.5, Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. if authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each 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, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCA1, AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1, I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to filly 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 Page 8 of t2 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. USF. OF CONFIDF,NTIAL INFORMATION 7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential Information to the County or to a Public Body Employee not having a legitimate need to know the Confidential Information, or to any third -party. County and Public Body Employees shall only use the Confidential Information for performance of this Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential Information if required by law, statute, or other legal process provided that the Party required to disclose the information: (i) provides prompt written notice of the impending disclosure to the other Party, (ii) provides reasonable assistance in opposing or limiting the disclosure, and (iii) makes only such disclosure as is compelled or required. This Agreement imposes no obligation upon the Parties with respect to any Confidential Information which can establish by legally sufficient evidence: (i) was in possession of or was known by prior to its receipt from the other Party, without any obligation to maintain its confidentiality; or (ii) was obtained from a third party having the right to disclose it, without an obligation to keep such information confidential. 7.2. Within five (5) business days' receipt of a written request from the other Party, or upon termination of this Agreement, the receiving Party shall return or destroy all of the disclosing Party's Confidential Information. 8. DISCLAIMERORwARRANTIES. 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 LT. 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 LIARI LITY. In no event shall either Party be liable to the other Party or any other person, for any consequential, incidental, direct, indirect, special, and punitive or other damages arising out of this Agreement. 10. DISPIJTF, 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 it) 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 Section 11. County shall not incur any penalty, expense or liability if LT. 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 EMPLOYFF-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County, and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLUED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Pally shall subsequently affect its right to require strict performance of this Agreement. 17, SEVERAAILITV. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 19, 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 21-258 06/17/2021 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 goverment 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: City Manager Matthew Coppler, City of St Clair Shores, 27600 Jefferson, St. Clair Shores, MI 48081. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO diJRISDiCTION 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 IN WITNESS WHEREOF, City Manager Matthew Coppler hereby acknowledges that he/she has been authorized by a resolution of the City of St Clair Shores, 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: Matthew Coppler City Manager WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 EXHIBIT VIII 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. OalcNet 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 poll 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. L6 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 LT. 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 I.T. SERVICES AGREEMENT —EXHIBIT VIII Page l MR 21-258 06/17/2021 EXHIBIT VIII 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. I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 2 MR 21-258 06/17/2021 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. I.I. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory or Poliev Board is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Apnlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. L4. 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. CLE,MIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 00/17/2021 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.oakizov.com/clemis or www.clemis.ore. 1.9. Criminal Justice Information Services ("CJIS11) Security Poliev is the effective security policy approved by the CES Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS") is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2.1, Provision of CLEMIS Applications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC RODV RESPONSIBILITIES. U. Execution of Exhibit VI1I. Unless approved in writing by the CLEMIS Division, Public Body must execute Exhibit VilI to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/ 15/21 MR21.258 06/17/2021 PAGE12 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, Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entry. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data OwnershiD, All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.9. Data Accuraev, 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/Exnnncment/Redaction. Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities.. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/F,nuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Chances or Alternations to Public Bndv Facilities, If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, T1 Lines, etc., used to access CLEMIS. 1.T, SERVICES AGREEMENT-EXHIBITX Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR21-258 06/17/2021 PAGE: 13 EXHIBIT X 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. Cooneration. 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. Rennest by Public Bodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Reouests to County for Public Bndv Data. 4.2.1. Michigan Freedom of information Act Renuests. 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 Legal Renuests (Excluding FOIA Renuests) to Countv 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 Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREEMENT -EXHIBIT N Approved by CLEMIS Strategic Planning Committee 03/11/2 ) Approved by CLEMIS Advisory Committee — 4/15/21 MR 21.258 06/17/2021 PAGE 14 EXHIBIT X 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 n,pta 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 Crasln/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. Cat its for Providing Public Bodv Dates 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act (`HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsihle for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharinv 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. FINANCIAI, RESPONSIBILITIES—CLEMIS FEE 5.1. Pavment of CLEMIS Fee. Public Body shall pay the CLEMIS Fee to County for tite CLEMIS Applications and services, which are marked on Addendum A. The amount of the CLEMIS fee and the costs that comprise the CLEMIS Fee are listed and itemized on the CLEMIS Website. The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee, unless otherwise specified. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. 5.2. Establishment of CLEMIS Fee. The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee. The CLEMIS Fee shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. 5.3. Review of CLEMIS Fee. The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. 5.4. CLEMIS and FRMS Funds., County has established and shall continue to have separate enterprise funds within the County budget for revenues, expenses, and operations of CLEMIS (hereinafter "CLEMIS Fund and FRMS Fund"), 5.5, Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the County's fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund for the next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers) to the CLEMIS Fund and FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on -going contributions. 5.6. Financial Statement for CLEMIS and FRMS Funds. The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis. These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis. The County Director of Management and Budget or his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee, on a quarterly basis. 5.7. Refund of CLEMIS Fee for Onerational Problems. Subject to Section 18 (Force Majeure) of the Agreement, if any CLEMIS Applications are not operational for more than I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 0311 I/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21.258 06/17/2021 PAGE 16 EXHIBIT X 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. COIJNTY/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 Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc, and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. 6.6. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland Comity Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLENIIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 ['AGE. 17 EXHIBIT X 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 Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6,11. Obleeations ant) Resnonsibilities if Public Bodv is a Court. 6.11.1. Access to Wehsite, If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processinv. 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. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/2) Approved by CLEMIS Advisory Committee-4/15/21 MR 21.258 06/17/2021 PAGE, 18 EXHIBIT X I.T. SERVICES AGREEMENT 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 Meetinus. 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBI,IGATIONS & RESPONSIBITIF.S IJPON TERMINATION/CANCELLATION. 10.1. Use of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Puhlic Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation; Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Oblination to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEIvIENT-EXI-1MIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). 0 Tier 9 O 16 or more FTE's O 6 —15 FTE's 0 1 — 5 FTE's El Tier 2 0 16 or more FTE's O 6 —15 FTE's O 1 — 5 FTE's Tier 2.5 Q 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's El Lea O 16 or more FTE's 0 6 —15 FTE's O 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded Tier 6 (eCLEMIS) 0 19 or more FTE's Tier 7 Public Safety Answering n 6 —18 FTE's Point Dispatch Center 1 — 5 FTE's (PSAP)/Central Tier 8 Jail Management (outside Oakland County) Federal Denartments. Offices or Agencies Inquiry Only in the State of Michiaan (does not contribute any data) pinto& rnurt in nakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. F] Pistrirt rngrt outside Oakland County OPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. ODoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 1-1 Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) ElFRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Comnutera 1„MDC„1 WITH County provided wireless 0 WITHOUT County provided wireless OCAD Only WITHOUT County provided wireless Lrvescan 0 WITH printer Q WITHOUT printer Muasho ❑ � Capture Station and Investigative 0Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVtdeo (CLEMIS Member located outside Oakland County) ❑ Crime Mappina Application Vendor name Address Contact: Phone: Email Fare Records Management System In Oakland County 0 Phase Fire Records Manauement System Outside Oakland County Police. Fire and/or Public Safety Denartment Data Extract 0 In Oakland County Q Outside Oakland County Vendor nam. ESO Solutions, Inc. Address: 11500 Alterra Parkway, Suite 100, Austin, Texas 787598 Contact Robert Munden, General Counsel Phone: 866-766-9471 ext. 1253 Email: Robert.munden@eso.com Page 1 2 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 30C 8-13-15 QIn Oakland County Outside Oakland County Vendor name: Backdraft OpCo, LLC/Emergency Reporting Address. 2200 Rimland Drive, Suite 305, Bellington WA 98226 Contact: Anton Nikitin, IT Manager Phone: (202) 618-0206 Email:, anton.nikitinna emeroencvreportino.com 0 In Oakland County Outside Oakland County Vendor name:Bryx Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas, CEO Phone: (408) 406-2808 Email dave0brvx.com OIn Oakland County Vendor name Address Contact: Email pOutside Oakland County Phone. CRASH Report Payment Amount: _$ 5.00 ❑� Enhanced Ancp.gc Fro inkbursement Instructions ODisbursement when Requested Q Disbursement Quarterly Make Check Payable to. City of Saint Clair Shores OPT -OUT of Exhibit V (OakNef Cnnnentivitv). OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date PUBLIC BODY Title/Name: Signature: (to be completed by Public Bodv) Date Page 1 3 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by 80C 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF TAYLOR This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Taylor ("Public Body") 23555 Goddard Rd, Taylor, MI48180. 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 ("1.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. DEFINTTT0NS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4, County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 06/17/2021 1.5. Day means any calendar day beginning at 12:00 a.m. and ending at 1 1:59 p.m. 1.6. Public Rodv means the City of Taylor which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Rodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 00/17/2021 t .9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. AreGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research hrstitute, 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 s 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 l: Online Payments Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit 1V: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XI1: Data Sharing Exhibit Xlll: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I. f. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery, 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. f. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter(.a-)oakgov.com 1 Service Center Website littps:Hsc.oal gov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. 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 RESPONSIBILITIF5. 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 follow County's I.T. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 LT. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. 3.7.8.3. 3.7.8.4. 3.7.8.5. Telephone Number Email Address Public Body Name Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 MR 21-258 06/17/2021 I.T. SERVICES - INTERLOCAL AGREEMENT 3.7.8.6. Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter. 3.8. Public Body may track the status of the incident by calling the Service Center and providing the Incident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3.10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF tNTERLOCA1, AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of tine 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT NIR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 4834t. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1, Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3, Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 Page 9 of t2 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 T.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Sectionl 1. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPLOYEE EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Patties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SF,VF.RAAILITY. if a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 19. 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 21-258 06/17/2021 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 MA.IEURE. 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 Patty 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: Mayor Rick Sollars, City of Taylor, 23555 Goddard Rd, Taylor, MI 48180. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TOJURISDICTION 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 .ludieial 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-259 06/17/2021 IN WITNESS WHEREOF, Mayor Rick Sollars hereby acknowledges that he/she has been authorized by a resolution of the City of Taylor, a certified copy of which is attached, or by approval of the Chief Judge if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and conditions of this Agreement. EXECUTED: DATE: Rick Sollars Mayor WITNESSED: DATE: AGREEMENT ADMINISTRATOR: DATE: (IF APPLICABLE) IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oaldand County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 EXHIBIT Vlll 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. OalcNet 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 RESPONSiBH,ITIF,S 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 LT. SERVICES AGREEMENT —EXHIBIT VIII Page 1 MR 21-258 06/17/2021 EXHIBIT VIII 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. I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 2 MR 21-258 06/17/2021 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 Apnlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. 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. CT,FMTS Member means the Public Body that executes this Exhibit and compiles with this Agreement. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE I I EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS I,&. CLEMIS Website is the portion of the County's website dedicated to CLEMIS located at www.oak2ov.com/clemis or www.clemis.org. 1.9. Criminal Justice Information Services PICJIS" � Security Policy is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. LIO. Fire Records Management Svstem ("FRMS")is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSIBILITIES. 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with 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. PIIBIAC BODY RESPONSIBILITIES, 3.1. Execution of Exhibit VI,JT. I Wess approved in writing by the CLEMIS Division, Public Body must execute Exhibit VIII to this Agreement (OakuNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11 /21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 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. Securitv/Backeround Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data F.ntrv, Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. Data Ownershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Aecuracv. 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 Ihidate/Fxuungmeut/Redaetion, Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Rodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of flardwarefFallinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3.12. Changes or Alternations to Public Rodv Facilities. If Public Body is required to or decides to make changes or alternations to its facilities/buildings for any reason, then Public Body is responsible for all costs and expenses associated with moving or relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity, e.g., fiber, wireless connections, ISDN Lines, TI Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 13 EXHIBIT X 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. Cooperation. 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. Request by Public Bodv for Public Bodv Data., Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Renuests to County for Public Bodv Data. 4.2.1. Michigan Freedom of Information Act Renuests 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 Legal Renuests (Excluding FOIA ReouestO to Countv for Public Bodv 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 Rodv 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 I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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 Providinp 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv Use of Data. Public Body acknowledges and agrees that if it requests County to provide access to Public Body's data to a third party, County shall not be responsible for any actions of the third party and the third party's use of Public Body's data. I.T. SERVICES AGREENIENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee—4115/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharing 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 Onerational 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 NIR21-258 06/17/2021 PAGE 16 EXHIBIT X 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 Regarding Pavment of Tickets/Cltations[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 vyith 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. Pavment Transaction for Pavment ADplicatlnn. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication, The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Report. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Oblivations and Resnonsibilities if Public Bodv is a Court. 6.11.1. Access to Wehsiteg 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 ProcPssiny. 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. Separato Denository Bank Account, If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank: account numbers and routing number to give effect to this requirement. CLEMIS ADVISORY COMMITTEE.. 7.1. Establishment and Purnose of CLEMIS Advisory Committee, The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members LT. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. Comnosition of CLEMIS Advisory Committee. The composition of the CLEMIS Advisory Committee is posted on the CLEMIS Website. 7.3, CLEMIS Advisory Committee Meetings. The CLEMIS Advisory Committee meets at least four (4) times per year. CLEMIS Members are encouraged to attend. 7.4. CT.FMIS 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. CT,F.MIS Advisory Committee —Subcommittees, The CLEMIS Advisory Committee may create subcommittees as it deems appropriate. The subcommittees and their composition and responsibilities shall be posted on the CLEMIS Website. The CLEMIS Advisory Committee Chairperson shall appoint the chairpersons of the subcommittees, except for the Chairperson of the Strategic Planning subcommittee, whose Chairperson is the current President of Oakland County Chiefs of Police Association and except for the Chairperson of Fire Governance whose Chairperson is elected by the Fire Governance Committee members. 8. TRAINING. Public Body shall require all Public Employees who use or access CLEMIS to attend training classes required by the CLEMIS Division. The format of the training classes will be at the discretion of the CLEMIS Division, e.g., train the trainer, classroom training, or on-line/remote training. If the training classes are held at County facilities or held in an on-line/remote format, then such training classes are at no cost to Public Body or Public Employees. If the training classes are held at non -County facilities, there may be a charge to Public Body based on time, materials, and location of training classes. 9. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RF,SPONSIBITIES UPON TERMINATION/CANCELLATION,. 10.1. Use of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation.. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEN 1S Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). 0 LwA O 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's Tier O 6 —15 FTE's O 1 — 5 FTE's IQ 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's l�J 16 or more FTE's O 6 — 15 FTE's 0 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded 4 1 Tier 6 (eCLEMIS) 0 19 or more FTE's n 6 —18 FTE's 1 — 5 FTE's Tier 7 Public Safety Answering Point (PSAP)/Central Dispatch Center Tier 8 Jail Management (outside Oakland County) Federal Deoartments Offices or Agencies Inauiry Only in the State. of Michinan (does not contribute any data) ODistrict Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. F] m trict Cnurt outside Oakland County OPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. QDoes not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. EICircuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) FIRMS PartciRant (Fire Records Management System) Page 1 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost The cost for the CLEMIS Applications is set forth on the CLEMIS Website. ❑✓ Mobile Data Cmmnuters I" MDC 1 WITH County provided wireless O WITHOUT County provided wireless O CAD Only WITHOUT County provided wireless ❑✓ Ltvescan (:) WITH printer O WITHOUT printer Mucishot ❑ � Capture Station and Investigative O Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Vendor name: Central Square Address: 5160 Carroll Canyon Drive, Suite 100, San Diego, CA 92121 Contact: Brenda Taylor Phone: (563) 387-4833 Email brenda.tavlorBcentralsauare.com F Fire Records Manaaement System In Oakland County OPhase Q Phase11 ✓ Fire Records Management System Outside Oakland County Pnlira Firp. and/or Public Safety Deoartment Data Extract OIn Oakland County Outside Oakland County Vendor name ESO Solutions, Inc. Address: 11500 Alterra Parkway, Suite 100, Austin, Texas 787598 Contact: Robert Munden, General Counsel Phone: (866) 766-9471 ext. 1253 Email: Robert. munden@eso.com Page 1 2 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 0 In Oakland County QOutside Oakland County Vendor name: Bryx Address: 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas _ Phone: (408) 406-2808 Email dave(a)brvx.com OIn Oakland County Vendor name Address Contact: Email Outside Oakland County Phone: CRASH Reoort Payment Amount: _$ 5.00 Enhanced ACCP.Rt4 Fee Disbur -m nt In tractions 0 Disbursement when Requested O Disbursement Quarterly Make Check Payable to. City of Taylor OPT -OUT of Exhibit V (OakNet Connectivity) OakNet connectivity is not needed COUNTY CLEMIS Division Manager Date Title/Name: Signature. (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF UTICA This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Utica ("Public Body") 7550 Auburn, Utica, MI 48317. 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 A . Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.5, Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6, Public Bodv means the City of Utica which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Bodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9, I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 1.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT nut 21-258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an AreGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analyties, and data in Environmental Systems Research Institute, Inc.'s ("ESRf") 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 1I: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIIL Oaknet Connectivity X Exhibit IX: Internet Service X ExhibitX: CLEMIS Exhibit Xl: AreGIS Online Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XII: Data Sharing Exhibit XIII: Pictometry Licensed Products Exhibit XIV: Security Best Practice Advice 2. COUNTY RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2.2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.1. County will perform periodic backups of I.T. Services hosted on County's computer system. Copies of scheduled backups will be placed offsite for disaster recovery purposes. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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. T.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 1 l Service Center Email Address servicecentergoakgov.com II Service Center Website https://se,oakgov.com 2.8. County may access, use and disclose transaction information and any content to comply with the law such as a subpoena, Court Order or Freedom of Information Act request. County shall first refer all such requests for information to Public Body's, Points of Contact for their response within the required time frame. County shall provide assistance for the response if requested by the Public Body's Points of Contact, and if able to access the requested information. County shall not distribute Public Body's data to other entities for reasons other than in response to legal process. 2.9. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide 1. 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 follow County's LT. Services requirements as described on County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5, Public Body requires that each Public Body Employee with access to I.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any I.T. Services to other entities, Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the I.T. Services and to assign users of the I.T. Services a unique User ID and password that will be terminated when a user is no longer associated with the entity. Public Body must require an entity receiving I.T. Services under this Section, to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. 3.7, For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 hlcident Number. 3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body's data. 3,10. I.T. service providers require County to pass through to Public Body certain terms and conditions contained in license agreements, service agreements, acceptable use policies and similar terms of service, in order to provide I. T. Services to Public Body. Public Body agrees to comply with these terms and conditions. Public Body may follow the termination provisions of this Agreement if it determines that it cannot comply with any of the terms and conditions. 4. DURATION OF INTERLOCAL AGREEMENT, 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Cleric with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be tiled with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acetg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI 48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in County's possession for any reason, including but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any setoff or retention of funds by County shall be deemed a voluntary assignment of the amount by Public Body to County. Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amount retained by County was actually due and owing under this Agreement. 5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay County any amounts due and owing County under this Agreement, County shall have the right to charge up to the then -maximum legal interest on any unpaid amount. Interest charges shall be in addition to any other amounts due to County under this Agreement. Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid. 5.6. Nothing in this Section shall operate to limit County's right to pursue or exercise any other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at any time becomes delinquent in its payment. Notwithstanding any other term and condition in this Agreement, if County pursues any legal action in any court to secure its payment under this Agreement, Public Body agrees to pay all costs and expenses, including attorney fees and court costs, incurred by County in the collection of any amount owed by Public Body. 6. ASSURANCES. 6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and for the acts of its employees arising under or related to this Agreement. 6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of this Agreement, each Party shall seek its own legal representation and bear the costs associated with such representation, including judgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the I.T. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 00/17/2021 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,. 1 1.1. Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services described in the attached Exhibits, upon one hundred twenty (120) days written notice, if either Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3. The effective date of termination and/or cancellation shall be clearly stated in the written notice. Either the County Executive or the Board of Commissioners is authorized to terminate this Agreement for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreement may be accepted on behalf of County by its Director of Information Technology. 12. SUSPENSION OF SERVICES. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section11. County shall not incur any penalty, expense or liability if I.T. Services are suspended under this Section. 13. DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. 14. NO EMPI,OYF.E-EMPI.OYF.R RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES,, Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 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-1NTERLOCAL AGREEMENT MR 21-259 06/17/2021 19. CAPTIONS. The section and subsection numbers, captious, 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 MA.IEi7RE. 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: Mayor Gus Calandrino, City of Utica, 7550 Auburn, Utica, MI 48317. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO.IURISDICTION AND VENUE. This Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 IN WITNESS WHEREOF, Mayor Gus Calandrino hereby acknowledges that he/she has been authorized by a resolution of the City of Utica, 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: Gus Calandrino Mayor WITNESSED: AGREEMENT ADMINISTRATOR: (IF APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 EXHIBIT VIII 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. OalcNet 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 I.T. SERVICES AGREEMENT — EXHIBIT VIII Page 1 1,rR 21-258 06/17/2021 EXHIBIT VIII 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. I.T. SERVICES AGREEMENT —EXHIBIT VIII Page 2 MR 21-258 06/17/2021 EXHIBIT IX I.T. SERVICES AGREEMENT INTERNET SERVICE INTRODUCTION The LT, 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. L3 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 BODV RESPONSIBILITIES 2.1 Public Body shall abide by the Acceptable Use Policy (AUP) of the County's Internet Service Provider (ISP) or 1SP'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 11SE 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 IX Page 1 NIR 21-258 06/17/2021 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 Advisnry or Poliev Boar is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3. CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLEMIS Consortium is a non -legal entity comprised of all CLEMIS Members. Its purpose is to empower criminal justice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in comprehensive planning. The Consortium is led by the CLEMIS Advisory Committee. 1.5. CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6. CLEMIS Fee is the sum of costs for use of CLEMIS, CLEMIS Applications, and services provided by the CLEMIS Division. These costs are listed and itemized on the CLEMIS Website. 1.7. CLEMIS Member means the Public Body that executes this Exhibit and compiles with this Agreement. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE I 1 EXIIIBIT 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.orR. 1.9. Criminal Justice Information Services ("CJIS"1 Security Poliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CH") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS111 is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RF,SPONSIRILITI,�S. 2.1. Provision of CLEMIS Annlicatiions.. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time. Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies. County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3. No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. PUBLIC BODY RESPONSIBILITIES. 3.1. Execution of Fxhihit VIII. Unless approved in writing by the CLEMIS Division, Public Body must 'execute Exhibit Vill to this Agreement (OakNet Connectivity) to provide connectivity for the use and operation of CLEMIS Applications. If Public Body receives approval from the CLEMIS Division not to use OakNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations. and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR21-258 06/17/2021 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. Security/Background Checks. Public Body shall provide for and pay for security/background checks for all Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law, rule, and regulation. 3.6. Data Entrv. Public Body is solely responsible for entering all data that is required by any CLEMIS Applications into CLEMIS. 3.7. DD Ata Ownershin, All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracv, Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediatelv correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data llndate/F,xntmgment/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 Puhlic Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/F.nuinment. The hardware/equipment needed to access and use CLEMIS shall be purchased, maintained, repaired and replaced by Public Body, unless otherwise agreed, in writing, by the Parties. The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. 3,12. Changes or Alternations to Puhlic 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. 1.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 NIR 21-259 06/172021 PAGE. 13 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 3.13. F.-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PURL]C BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Request by Public Bodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Renuests to Cmmty for Public Bodv Data. 4.2.1. Michigan Freedom of Information Act Renuests. 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 Legal Renuests (Excluding FOIA Renuestsl to County for Public Bodv 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. Forthe 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 Bodv Data by Third Parties, 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I: r. SERVICES AGREEMENT-EXMIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 14 EXHIBIT X 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. fit 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 Puhlic 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 Pnhlie 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 HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7, County not Resnonsible for Third Partv Use of Data, Public Body aclmowledges 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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4.8. Sharron 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. Denosit of CLEMIS Fee. All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund, as applicable. Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund; no other County revenues and expenses are recorded in these Funds. Any equity in the CLEMIS Fund and FRMS Fund at the end of the Comity'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 Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Comm ittee-4/15/21 MR 21-259 06/17/2024 PAGE 16 EXHIBIT X 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 Public Body uses the CLEMIS Citation Payment Application (hereinafter "Payment Application) and/or the CLEMTS 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. Onestions Regarding Pavment of Tickets/Citations/Parlcing Tickets and Purchase of Crash/Accident Renorts. County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Seenrity of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No 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. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlication. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-259 06/17/2021 PAGE 17 EXHIBIT X 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 Annlication. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident 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. Ohlinations and Resnonsihilities if Public Bodv is a Court. 6.11.1. Access to Websity,, 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 Procecsinu, 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. Scnarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE.. 7.1. Establishment and Purnose of CLEMIS Advisory Committee, The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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. he CLEMIS Advisory Committee leads the CLEMIS Consortium and provides recommendations and counsel to the CLEMIS Division regarding the operation, maintenance, and budget for CLEMIS (including suggested security policies, development/operation/modifications to CLEMIS Applications, and actions regarding misuse of CLEMIS). 7.2. Comnosition of CLEMIS Advisnry 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 Advisnry Committee Officers, Every July, the CLEMIS Advisory Committee shall elect a Chairperson by majority vote. The Chairperson shall select and appoint a Co - Chairperson. The CLEMIS Division Manager shall serve as Executive Secretary to the CLEMIS Advisory Committee. The Executive Secretary shall prepare the agenda for CLEMIS Advisory Committee meetings. Prior to each meeting, the Chairperson and the Executive Secretary shall review the contents of each agenda. 7.5. CLEMIS Advisory Comm ittee—Suheommittees. 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. SUPPORT AND MAINTENANCE SERVICES. County shall maintain and support the CLEMIS Applications. The CLEMIS Fee includes the costs for support and maintenance services for the CLEMIS Applications and other services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10. OBLIGATIONS & RESPONSIBITIES UPON TERMINATION/CANCELLATION,. 10.1. Ilse of CLEMIS & CLEMIS Annlications. Upon the effective date of termination or cancellation of this Exhibit, Public Body shall stop using CLEMIS and CLEMIS Applications and it shall not have access to CLEMIS and CLEMIS Applications. 10.2. Use and Access to Public Rodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data unon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Obligation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT-EhHiBIT % Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee-4/15/21 MR 21-258 06/17/2021 PAGE 110 EV9104 NORTAU u •: Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Tier 1 0 16 or more FTE's o 6 —15 FTE's 0 1 — 5 FTE's Tier 2 0 16 or more FTE's 6 —15 FTE's 0 1 — 5 FTE's Tier 2.5 Q16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's Tier 3 0 16 or more FTE's O 6 —15 FTE's Q 1 — 5 FTE's Tier4 Rescinded Tier 5 Rescinded F] Tier 6 (eCLEMIS) 0 19 or more FTE's Answering 16 —16 FTE's Point Dispatch Center n 1 — 5 FTE's Tier 7 Public Safety (PSAP)/Central Tier 8 Jail Management (outside Oakland County) Federal Departments. Offices nr Agencies Inguiry Only in the State of Michigan (does not contribute any data) Elju-trict cngrt in Oakland County (excluding 52nd District Courts) QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. 0 pistrirt Court nutside Oakland County QPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. IF Circuit Court (outside Oakland County - does not contribute any data) OProsecutor Office (outside Oakland County, does not contribute any data) OFRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 p pie] Lou L 11 e ML Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website. Mobile Data Computers t"MDC"1 WITH County provided wireless 0 WITHOUT County provided wireless 8 CAD Only WITHOUT County provided wireless 1 Llvescan 8 WITH printer WITHOUT printer Muashot Capture Station and Investigative 0Investigative Only Jail Manaaement 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) Crime Manoina Application Vendor name Address Contact: Email Pawn Application Vie. Records Management System In Oakland County 8 Phase I (D Phase II Fire Records N6LaAggnjenjjX9w Outside Oakland County Police. Fire and/or Public Safety Department Data Extract 0 In Oakland County 0 Vendor name: Address: Contact: Email: Phone: Outside Oakland County Phone: Page 12 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 �✓ CRASH Report Payment Amount: $ 7.00 Enhanced Access Fee Dishursement Instructions ODisbursement when Requested Disbursement Quarterly Make Check Payable to: City Of Utica OPT -OUT of Exhibit V IOakNet Connectivity) OakNet connectivity is not needed tK6111ift" CLEMIS Division Manager Date kinninsin Signature: (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-1S AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF WAYNE This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and City of Wayne Woods ("Public Body") 33701 East Michigan Avenue, Wayne, MI 48184. County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan law. In consideration of the mutual promises, obligations, representations, and assurances in this Agreement, the Parties agree to the following: 1. DEFINITIONS. The following words and expressions used throughout this Agreement, whether used in the singular or plural, shall be defined, read, and interpreted as follows. 1.1. Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification, amendment, Exhibit and attachment. 1.2. Claims mean any alleged losses, claims, complaints, demands for relief or damages, lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or asserted against County or Public Body, or for which County or Public Body may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.3. "Confidential Information" means all information and data that the County is required or permitted by law to keep confidential including records of County' security measures, including security plans, security codes and combinations, passwords, keys, and security procedures, to the extent that the records relate to ongoing security of the County as well as records or information to protect the security or safety of persons or property, whether public or private, including, but not limited to, building, public works, and public water supply designs relating to ongoing security measures, capabilities and plans for responding to a violation of the Michigan anti-terrorisms act, emergency response plans, risk planning documents, threat assessments and domestic preparedness strategies. 1.4. County means Oakland County, a Municipal and Constitutional Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons' successors. Page 1 of 12 I.T. SERVICES-1NTERLOCAL AGREEMENT MR 21-258 06/17/2021 1.5. Dav means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. 1.6. Public Rodv means the City of Wayne which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons' successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. 1.7. Public Rodv Emnlovee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons' successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or any persons acting by, through, under, or in concert with any of the above who have access to the I.T. Services provided under this Agreement. "Public Body Employee" shall also include any person who was a Public Body Employee at any time during the term of this Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. 1.8. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. 1.9. I.T. Services means the following individual I.T. Services provided by County's Department of Information Technology, if applicable: 4.9.1. Online Payments mean the ability to accept payment of monies owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or electronic debit of a checking account. 1.9.2. Over The Counter Payments means the ability to accept payment of monies owed to Public Body initiated via a credit card reader attached to an on -premise computer with access to a website maintained by County using a credit card or a debit card that functions as a credit card. 1.9.3. Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card, a debit card that functions as a credit card, or an electronic debit of a checking account. (Does not apply to Public Bodies outside of Oakland County). 1.9.4. Jury Management System means a subscription based software that facilitates the selection and communication with potential and selected individuals who may serve as jurors. 1.9.5. 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21 258 06/17/2021 1.9.7. Remedial Support Services means providing Public Body assistance with diagnosis and configuration of Public Body owned system components. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1.9.10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1.9.11. ArcGIS Online means the ability to access a web based, collaborative Geographic Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.'s ("ESRI") secure cloud. 1.9.12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9.13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high - resolution, orthogonal and oblique imagery. 1.9.14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. 1.10. Service Center means the location of technical support and information provided by County's Department of Information Technology. 1.11. Exhibits mean the following descriptions of I.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Exhibit I: Online Payments Exhibit 11: Over The Counter Payments Exhibit HE Pay Local Taxes Exhibit 1V: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services X Exhibit VIIL• Oaknet Connectivity Exhibit IX: Internet Service X Exhibit X: CLEMIS Exhibit XI: ArcGIS Online Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Exhibit XI1: Data Sharing Exhibit Xlll: Pictomehy Licensed Products Exhibit XIV: Security Best Practice Advice 2. COIINTV RESPONSIBILITIES. 2.1. County, through its Department of Information Technology, shall provide the I.T. Services selected above which are attached and incorporated into this Agreement. 2.2. County shall support the I.T. Services as follows: 2 2.1. Access. County will provide secure access to I.T. Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2. Maintenance and Availability. County will provide maintenance to its computer system to ensure that the I.T. Services are functional, operational, and work for intended purposes. Such maintenance to County's system will include "bug" fixes, patches, and upgrades, such as software, hardware, database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contact prior to implementation in Public Body's production environment. County will reserve scheduled maintenance windows to perform these work activities. These maintenance windows will be outlined specifically for each application in the attached Exhibits. 2.2.2.1. If changes to scheduled maintenance windows or if additional maintenance times are required, County will give as much lead time as possible. 2.2.2.2. During maintenance windows, access to the application may be restricted by County without specific prior notification. 2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e. break -fixes) may be performed. County will make prompt and reasonable efforts to minimize unscheduled application downtime. County will notify the Points of Contact about such interruptions with as much lead time as possible. 2.4. Backup and Disaster Recovery. 2.4.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. 2.4.2. County will maintain a disaster recovery process that will be used to recover applications during a disaster or failure of County's computer system. 2.5. Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the integrity of County's data and County's compliance with Federal, State and local laws and industry standards, including, but not limited to, the Health Insurance Portability and Accountability Act (H1PAA) and Payment Card Industry Data Security Standard (PCI DSS.) Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 2.5.1. In order to limit possibility of data theft and scope of audit requirements, County will not store credit card account numbers. County is only responsible for credit card data only during the time of transmission to payment processor. 2.6. Training and Information Resources. County may provide training on use of the I.T. Services on an as -needed basis or as set forth in an Exhibit to this Agreement. 2.7. Service Center. I.T. Service incidents requiring assistance must be reported to the Service Center, by the Points of Contact, to the phone number, e-mail or website provided below. The Service Center is staffed to provide support during County's normal business hours of 8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week. Outages are defined as unexpected service downtime or error messages. Depending on severity, outage reports received outside of County's normal business hours may not be responded to until the resumption of County's normal business hours. Service Center Phone Number 248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://se.oakgov.com 7 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. f, 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. PIJBI,IC BODY RFSPONSIBII,IT1ES. 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 follow County's I.T. Services requirements as described un County's website. Public Body shall comply with County's minimum standards for each Internet browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this Agreement. Public Body shall meet any changes to these minimum standards that County may reasonably update from time to time. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR21-258 06/17/2021 3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or networks connected with the I.T. Services. 3.5. Public Body requires that each Public Body Employee with access to T.T. Services shall: 3.5.1. Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2. Have a unique User ID and password that will be removed upon termination of Public Body Employee's employment or association with Public Body. 3.5.3. Maintain the most reasonably current operating system patches on all equipment accessing the I.T. Services. 3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are created by or primarily funded by state or local authority. If County authorizes Public Body to provide access to any 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 T.T. Service covered by an Exhibit to this Agreement, Public Body shall designate two representatives to act as a primary and secondary Points of Contact with County. The Points of Contact responsibilities shall include: 3.7.1. Direct coordination and interaction with County staff. 3.7.2. Communication with general public supported by Public Body. 3.7.3. Following County's procedures to report an application incident. 3.7.4. If required by County, attend training classes provided by County either online or at County's Information Technology Building in Waterford, Michigan or other suitable location determined by County. 3.7.5. Providing initial support services to Public Body users prior to logging a Service Center incident with County. 3.7.6. Requesting security changes and technical support from the Service Center. 3.7.7. Testing Applications in conjunction with County, at the times and locations mutually agreed upon by County and Public Body. 3.7.8. To report a service incident to the Service Center, one of Public Body's Points of Contact shall provide the following information: 3.7.8.1. Contact Name 3.7.8.2. Telephone Number 3.7.8.3. Email Address 3.7.8.4. Public Body Name 3.7.8.5. Application and, if possible, the specific module with which the incident is associated. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT NIR 21-258 06/17/2021 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 INTFRLOCAI, AGREEMENT. 4.1. This Agreement and any amendments shall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party except as otherwise specified below. The approval and terms of this Agreement and any amendments, except as specified below, shall be entered in the official minutes of the governing bodies of each Party. An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court shall evidence approval by the Public Body, providing a resolution and minutes does not apply. If the Public Body is the State of Michigan, approval and signature shall be as provided by law. 4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of Commissioners is authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement. An amendment signed by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk's Office to be filed with the Agreement once it is signed by both Parties. 4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any of the Parties pursuant to the terms of the Agreement. 5. PAYMENTS. 5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if applicable. 5.2. Possible Additional Services and Costs. If County is legally obligated for any reason, e.g. subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce or testify regarding Public Body's data or information that is electronically stored by County relating to 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. Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar days after the date shown on any such invoice. Payment shall be sent along with a copy of the invoice to: Oakland County Treasurer — Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road, Pontiac, MI48341. 5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this Agreement, Public Body agrees that unless expressly prohibited by law, County or the Oakland County Treasurer, at their sole option, shall be entitled to set off from any other Public Body funds that are in 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. ASSIJI1ANCES, 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, includingjudgments and attorney fees. 6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under this Agreement or under any other legal principle to be indemnified or reimbursed by the other Party or any of its agents in connection with any Claim. 6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any misuse by its Public Body Employees of the LT. Services provided herein. 6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 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 Comity 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 males 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 L1ARILITV. 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 Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 2I-258 06/17/2021 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. 1 1.1. 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. SUISPENSION QF S,E,RVICryS. County, through its Director of Information Technology, may immediately suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv) unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right to terminate or cancel this Agreement according to the provisions in Section 11. 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 E,MPLOYF.F-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be construed as creating an employee -employer relationship between County and Public Body. 15. NO THIRD -PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this Agreement does not and is not intended to create any obligation, duty, promise, contractual right or benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other person or entity. 16. NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement. No waiver by either Party shall subsequently affect its right to require strict performance of this Agreement. 17. SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full force. 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 terns 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 21-258 06/17/2021 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 MA.IEI IRE;. 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: City Manager Lisa Nocerini, City of Wayne, 33701 East Michigan Avenue, Wayne, MI 48184. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 22. GOVERNING LAW/CONSENT TO JURISDICTION AND VFNIJE. 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. E.NTIRE 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 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 IN WITNESS WHEREOF, City Manager Lisa Nocerini hereby acknowledges that he/she has been authorized by a resolution of the City of Wayne, 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: Lisa Nocerini City Manager WITNESSED: AGREEMENT ADMINISTRATOR: (1F APPLICABLE) DATE: DATE: DATE: IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: DATE: David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: DATE: Oakland County Board of Commissioners County of Oakland Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 21-258 06/17/2021 EXHIBIT VIII 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 OalcNet 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 I.T. SERVICES AGREEMENT— EXHIBIT VIII Page I Ml2 21-258 06/17/2021 EXHIBIT VIII I.T. SERVICES AGREEMENT OAKNET CONNECTIVITY local IP addresses, Network Address Translation (NAT), or Domain Name Services (DNS) and as required to access this LT. 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 LICE.NSE, ITSE. 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. LT. SERVICES AGREEMENT— EXHIBIT VIII Page 2 MR 21-258 06/17/2021 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. I.I. CLEMIS is the Court and Law Enforcement Management Information System, an information management system, comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2. CLEMIS Advisory Committee (formerly known as the CLEMIS Advisory or Poliev. Board) is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3, CLEMIS Annlications are the specific software applications that comprise CLEMIS. These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T. Services under this Agreement. 1.4. CLFMIS 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 -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 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.org. 1.9. Criminal Justice Information Services ("CJIS") Security Pnliev is the effective security policy approved by the CJIS Advisory Policy Board setting forth security requirements, guidelines, and agreements for protecting transmission, access, storage, use, generation of, and sources of Criminal Justice Information ("CJI") as defined in the CJIS Security Policy. 1.10. Fire Records Management Svstem ("FRMS" 1 is a CLEMIS Application that provides an integrated technology system to participating fire departments, which is further described on the CLEMIS Website. 2. CLEMIS DIVISION RESPONSiRD.ITIF.S, 2.1. Provision of CLEMIS Annlications. County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time, Addendum A is fully incorporated into this Agreement. Notwithstanding any provision in this Agreement, Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body. The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website. 2.2. Comnliance with Laws. Rules. Regulations. and Policies._ County shall comply with all applicable laws, rules, and regulations and the CJIS Security Policy in the delivery, operation, and maintenance of CLEMIS Applications and in the transmission, access, storage, and use of data through or in CLEMIS Applications. 2.3, No Verification of Data. County does not verify or review data entered into and stored in CLEMIS for accuracy. 3. Pi1BIACBODY 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 OalcNet, such approval will be marked on Addendum A. 3.2. Execution of Management Control Agreement. Public Body shall execute a Management Control Agreement with County as required by and consistent with the CJIS Security Policy, which may be amended from time to time. The Management Control Agreement shall be executed by the persons authorized to sign Addendum A. 3.3. Comnliance with Laws. Rules. Regulations, and Policies. Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws, rules, and I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee - 4/15/21 MR 21-258 06/17/2021 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. Securitv/Baclipround 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 nwnershin. All data entered into CLEMIS by Public Body shall be and shall remain the data of Public Body. 3.8. Data Accuracy. Public Body is solely responsible for ensuring that all data entered into and stored in CLEMIS is accurate and complete. Accurate and complete means that the data does not contain erroneous information. Public Body shall immediately correct erroneous information upon discovery of error. To ensure accurate and complete data, Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting, and storing erroneous information. 3.9. Data Undate/F,xnnngin ent/Redaction, Public Body is solely responsible for updating, expunging, correcting, record locking, or redacting Public Body's data entered into or stored in CLEMIS, as required by law, rule, regulation, court order, or the CJIS Security Policy. 3.10. Access to Public Bodv Facilities. Public Body shall allow County employees access to Public Body facilities for maintenance of CLEMIS and to audit Public Body's use of CLEMIS. 3.11. Provision of Hardware/Enainment. 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. Chances 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, TI Lines, etc., used to access CLEMIS. I.T. SERVICES AGREEMEN'r-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE. 13 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 3.13. F.-Mail Address. Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address. This email address will be the main point of contact for scheduled maintenance, outages, alerts, etc. 3.14. Cooneration. Public Body shall fully cooperate with County concerning the performance of this Agreement. 4. PROVISION OF PUBLIC BODY DATA TO PUBLIC BODY OR THIRD PARTIES. 4.1. Reouest by Public Rodv for Public Bodv Data. Public Body may request in writing that County provide a copy of portions of Public Body's data to Public Body. County will provide such data in a format and time period determined by County but will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2. Third Partv Renuests to Cmmtv for Public Bodv 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 Legal Renuests (Excluding FOIA Renuests) to County for Public Bodv 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. Forthe 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 Bodv Data by Third Parties. 4.3.1. In Addendum A, Public Body may request that County provide continuous access to Public Body's data to a third party. Addendum A shall identify the I.T. SERVICES AGREENIENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/ 1 1 /21 Approved by CLEMIS Advisory Committee-4/15/21 61R 21-258 06/17/2021 PAGE 14 EXHIBIT X 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. Providine 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 Providinn Public Bodv Data. If County incurs any costs in providing Public Body's data to a third party or to Public Body, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 4.6. Protected Health Information. If the data, to be provided to a third party, is Protected Health Information" or "PHI" (defined in 45 CFR 160.103) under the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and under the changes to HIPAA made by the Health Information Technology for Economic and Clinical Health Act ("HITECH Amendment"), then County and Public Body shall execute a Business Associate Agreement. 4.7. County not Resnonsible for Third Partv [Ise 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 Approved by CLEMIS Strategic Planning Committee 03/1 1/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 15 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 4X Sharing 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. DeDosit 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 Onerational 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 Approved by CLEMIS Strategic Planning Committee 03/ 1 1 /21 Approved by CLEMIS Advisory Committee—4/15/21 MR 21-258 06/17/2021 PAGE 16 EXHIBIT X 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. COIJNTY/Pl1BLIC 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 Regarding Pavment of Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Renorts., County shall refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. 6.3. Security of Data. County shall secure and protect data received through the Payment Application and Purchase Application (including credit card information) according to law, County's contractual obligations, and reasonable business standards and practices. 6.4. No Interference with Contract. Third -party service providers such as PayPal Inc. and Elavon, Inc. are required for the operation of the Payment Application and Purchase Application. Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly, in a manner to cause any purported breach in any term or condition in any agreement between County and such third party. 6.5. Enhanced Access Fee. Persons or entities paying citations/tickets/parking tickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee, in addition to the monies owed to Public Body. 6.6. Pavment Transaction for Pavment Annlication. When using the Payment Application, a person or entity paying a citation/ticket/parking ticket will authorize two transactions, at the time of payment: (1) one transaction for payment of monies owed to Public Body/Court and (2) one transaction for payment of the Enhanced Access Fee. The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court. The funds for the Enhanced Access Fee will be directed to a depository account designated and owned by County. 6.7. Amount of Enhanced Access Fee for Pavment Annlicatinn. The Enhanced Access Fee charged to persons/entities paying citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 07121 and as subsequently amended by the I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 17 EXHIBIT X 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 ADDlieatinn. The Enhanced Access Fee charged to persons/entities purchasing crash/accident reports through the Purchase Application shall be in an amount established by the Oakland County Board of Commissioners, Miscellaneous Resolution # 09182 and as subsequently amended by the Oakland County Board of Commissioners. Public Body shall receive one dollar ($1.00) of the Enhanced Access Fee collected for the purchase of each crash/accident report through the Payment Application. 6.9. Amount of Fee for Crash/Accident Renort. Public Body shall set the fee for the purchase of the crash/accident report through the Purchase Application. The amount of this fee shall be listed in Addendum A. 6.10. Distribution of Enhanced Access Fees and Fees for Crash/Accident Renorts. Public Body's portion of the Enhanced Access Fees, set forth in this Exhibit, and the fee for the crash/accident reports, set forth in Addendum A, shall be disbursed to Public Body pursuant to its written instructions. Public Body shall provide the written instructions, required by this section to CLEMIS Division. 6.11. Obligations and Responsibilities if Public Bodv is a Court. 6.11.1. Access to WebsitL If Public Body is a Court, then County shall provide access to a password protected website where Public Body/Court can issue credits or refunds and view daily, weekly, and monthly transactions processed through the Payment Application. 6.11.2. Contract for Credit Card Processing, If Public Body is a Court, then County shall establish, maintain, and pay for a separate contract for credit card processing services with the entities currently providing credit card processing services for County, i.e., PayPal Inc. and Haven, Inc. 6.11.3. Senarate Denository Bank Account. If Public Body is a Court, then it shall maintain a corresponding depository bank: account, with a depository financial institution acceptable to County, for the receipt of monies owed to Public Body/Court. Public Body/Court shall provide County with all necessary bank account numbers and routing number to give effect to this requirement. 7. CLEMIS ADVISORY COMMITTEE. 7.1. Establishment and Purnose of CLEMIS Advisory Committee. The CLEMIS Advisory Committee was established to obtain advice and guidance from CLEMIS Members I.T. SERVICES AGREEMENT-EXHIBIT.X' Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Cornmittee-4/15/21 MR 21-258 06/17/2021 PAGE 18 EXHIBIT X I.T. SERVICES AGREEMENT 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). 72. 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 services provided by the CLEMIS Division, unless otherwise indicated on Addendum A. When providing support and maintenance services for CLEMIS, County has the authority to prioritize its resources, including, but not limited to, the order in which calls for support or maintenance will be resolved and allocation of time of its employees, agents, subcontractors, and equipment. I.T. SERVICES AGREEMENT -EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 00/17/2021 PAGE 19 EXHIBIT X I.T. SERVICES AGREEMENT CLEMIS 10, OBLIGATIONS & RESPONSIBITIES i1PON TERMINATION/CANCEI,LATION. W.I. 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. Ilse and Access to Public Bodv's Data. Upon the effective date of termination or cancellation of this Exhibit, Public Body's data shall not be useable by or accessible to any other CLEMIS Member. 10.3. Transition of Data upon Termination/Cancellation. Upon termination or cancellation of this Agreement, CLEMIS shall provide a copy of Public Body's data to Public Body in an electronic format and a time period determined by County. Upon written confirmation from Public Body that it received its data, County will purge Public Body's data from CLEMIS and any disaster recovery sites. If County incurs any costs in copying Public Body's data, then Public Body shall be responsible for those costs and shall reimburse County for those costs. The CLEMIS Division shall invoice Public Body for such costs. Public Body shall pay the invoice at the location and within the time period stated in the Agreement. The CLEMIS Division may waive these costs in its sole discretion. 10.4. Oblivation to Pav CLEMIS Fee Unon Termination/Cancellation. Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation. If the termination or cancellation date is other than the end of a quarter, any CLEMIS Fee, paid in advance to County, shall be refunded to Public Body on a pro -rated daily basis for the time period that Public Body paid in advance. I.T. SERVICES AGREEMENT-EXHIBITX Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee — 4/15/21 MR 21-258 06/17/2021 PAGE 110 ADDENDUM A Public Body shall receive the CLEMIS Applications and services associated with the category/tier selected below. The CLEMIS Website describes each category/tier listed below, describes the CLEMIS Applications that are received with a particular category/tier, and lists the cost for the below categories. As used in this Addendum "FTE" means Full -Time Equivalents (Sworn Officers). Trer t 0 16 or more FTE's 0 6 —15 FTE's Q 1— 5 FTE's Tier 2 0 16 or more FTE's 0 6 —15 FTE's V 1 — 5 FTE's ,2 �J 16 or more FTE's 0 6 —15 FTE's 0 1 — 5 FTE's 0 16 or more FTE's O 6 —15 FTE's Q 1 — 5 FTE's Tier 4 Rescinded Tier 5 Rescinded n Tier 6 (eCLEMIS) ElTier 0 19 or more FTE's n 6 —18 FTE's Answering Point Dispatch Center n 1 — 5 FTE's 7 Public Safety (PSAP)/Central RTier S Jail Management (outside Oakland County) Federal Den,3rtmPntc Offices nr Agencies Innuiry Only in the State of Michigan (does not contribute any data) ODistri& Court in Oakland County (excluding 52nd District Courts) 0 Pays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. sin UM ..r WoM Mr-- •,. ,re ..i OPays CLEMIS Fee: receives ticket data load and CLEMIS Citation Payment Application is optional. 0 Does not pay CLEMIS Fee: receives ticket data load and must exclusively use CLEMIS Citation Payment Application. Circuit Court (outside Oakland County - does not contribute any data) Prosecutor Office (outside Oakland County, does not contribute any data) ElFIRMS Participant (Fire Records Management System) Page I 1 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Public Body may select and shall receive any of the CLEMIS Applications, selected below, for a separate cost. The cost for the CLEMIS Applications is set forth on the CLEMIS Website nMobile Data Computers ("MDC") WITH County provided wireless 0 WITHOUT County provided wireless 0 CAD Only WITHOUT County provided wireless Lrvescan QWITH printer WITHOUT printer Muashot ❑ (�) Capture Station and Investigative 0Investigative Only Jail Management 8 CLEMIS Member located in Oakland County CLEMIS Member located outside Oakland County OakVideo (CLEMIS Member located outside Oakland County) I■ u- u.... 1. Garmnirn1 Vendor name Address Contact Phone: Email Pawn Application 0 Fire Records Management System In Oakland County 0 Phase 1 0 Phase 11 Fire Records Management System Outside Oakland County ❑� Fire Department Data Extract (provide third party vendor information below) 0 In Oakland County Q Outside Oakland County Vendor name: Bryx Address 120 East Avenue, Suite 325, Rochester, NY 14534 Contact: David Thomas Phone: (408) 406-2808 Email daveebrvx.com Page 1 2 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 0 In Oakland County Outside Oakland County Vendor name: ImageTrend Address:20855 Kensington Blvd, Lakeville, MN 55044 Contact: Eric Bambard Phone: (248) 534-7937 Email ebambarde-imacietrend.com ❑✓ CRA H Re.nort Pavment Amount: $ 10.00 FEnhanced Acr.Pss FPP Dishursement Ingtrurtiong 0 Disbursement when Requested Disbursement Quarterly Make Check Payable to: Citv of Wavne ❑ OPT -OUT of Exhibit V (OakNet Connectivitvl OakNet connectivity is not needed PIflfil01111i7 CLEMIS Division Manager Date 17fi1:i�LHTi7�]'1 unworrin Signature: (to be completed by Public Body) Date Page 13 Approved by SP Committee 07-08-15 Approved by CLEMIS Advisory Committee 07-16-15 Approved by BCC 8-13-15 Resolution #21294 July 22, 2021 Moved by Gingell seconded by Powell the resolutions on the Consent Agenda be adopted. AYES: Gershenson, Gingell, Hoffman, Jackson, Joliat, Kochenderfer, Kowall, Kuhn, Long, Luebs, Markham, McGillivray, Miller, Moss, Nelson, Powell, Spisz, Weipert, Woodward, Cavell, Charles. (21) NAYS: None. (0) A sufficient majority having voted in favor, the resolutions on the Consent Agenda were adopted. I HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MCL 45,559A V) STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on July 22, 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 22nd day of July, 2021. Lisa Brown, Oakland County