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Home My WebLink AboutInterlocal Agreements - 2017.09.28 - 35395Michael J. Gingell (Jun 30, 2018) Michael J. Gingell Jami Monte (Jul 2, 2018) Jami Monte $# 'ѵ$)" '' Ҋ.$") спрчҊпхҊтпрпѷфф ($& "$)" ''спруҽ"($'ѵ*( ($*)/ Ҋ.$") спрчҊпцҊпспчѷфф (*)/ %ҽ*&"*1ѵ*( &')*0)/4 *0)/.4' *(($// **-$)/*- ADDENDUM A EXHIBIT XI I.T. SERVICES AGREEEMNT ArcGIS ONLINE MR 17-263 9/28/2017 CVT ACKNOWLEDGMENT STATEMENT Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street, Redlands, CA 92373 and County of Oakland, MI ("County") have entered into an Enterprise Agreement (EA), identified as Agreement No. 312130, formerly 2014ELA719, and several amendments to that EA. Esri has authorized County to Deploy ArcGIS Online to specific CVTs during years two (2) and three (3) of the EA. Deployment of ArcGIS Online by County to CVTs and CVTs use of the ArcGIS Online is subject to the terms of the License Agreement (Esri contract no. 2014MLA7199) contained in the EA and the additional requirements below. The CVT, identified below as a Licensee, represents it has received and read the License Agreement, and understands and agrees to be bound by the terms of the License Agreement and the following requirements for use of ArcGIS Online Deployed by County to it. CVT agrees that Esri may pursue remedies against CVT for material breach of the License Agreement or the following requirements. All Deployments made by County to CVT will be made through County's centralized point of contact and will cease upon expiration or termination of County EA. County shall pass through updates and provide Tier 1 Support to CVT during the term of the EA for applicable ArcGIS Online use. Additionally: (1) Beta licenses are not available during the term of the EA. Therefore, Section 3.2, Beta License, of the General License Terms and Conditions—E204 in the License does not apply to CVT. (2) Section 4.1f. Consultant Access, of the General License Terms and Conditions—E204 in the License Agreement, is modified to add the following restriction: Access to and use of any ArcGIS Online is restricted to use by consultants and contractors who are under contract with CVT, for the sole benefit of CVT while (i) working on-site at CVT’s facilities; (ii) remotely accessing or using ArcGIS Online from CVT’s on-site computers or machines; or (iii) remotely accessing or using EA Products from a third party's computers or machines. CVT shall require consultant or contractor to discontinue access to and use of EA Products upon completion of work for CVT. (3) CVT remains subject to US Export Control Regulation requirements outlined in the License Agreement. (4) Transfer, redistribution, or assignment of ArcGIS Online and any EA Product to any third party without Esri's written permission is prohibited. (5) During the term of the EA, licenses Deployed by County to CVT may be terminated if County or CVT is in material breach. (6) Any and all Amendments to the License Agreement relating to the use of ArcGIS Online signed by the County and Esri shall be binding on the CVT. In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement, the terms and conditions of this document shall have precedence over those contained in the License Agreement. No other rights are granted to CVT under this acknowledgment. ACCEPTED AND AGREED: __________________________________ (CVT) Signature: _________________________ Printed Name: ______________________ Title: _____________________________ Date:_____________________________ EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 1 ATTACHMENT A EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT Authorized Subdivision Name: Authorized Subdivision Address: Authorized Subdivision Email Address: Authorized Subdivision Phone Number: Authorized Subdivision Attn: Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering This Pictometry Authorized Subdivision Agreement (this “Agreement”) is entered into by and between Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive, Rochester, New York 14623 (“Pictometry”) and the Authorized Subdivision identified above (“Authorized Subdivision”). Whereas, Pictometry and the County of Oakland, Michigan (the “County”) entered into a license agreement dated December 1, 2016 (the “County Agreement”) providing the County licensed access to and use of certain Pictometry products identified above (“Pictometry Licensed Products”) and the County has requested that Pictometry authorize Authorized Subdivision to have access to and use of the Pictometry Licensed Products pursuant to the County Agreement; and Now therefore, Pictometry and Authorized Subdivision hereby agree as follows: 1. This Agreement shall continue in effect until the earlier to occur of (a) expiration or termination of the County Agreement, (b) the County withdraws its authorization allowing Authorized Subdivision access and use of the Pictometry Licensed Products (c) breach by the County of the County Agreement, or (d) breach of this Agreement by Authorized Subdivision; 2. Authorized Subdivision agrees to be bound by the terms and conditions set forth in the County Agreement, which is made part of this Agreement; 3. Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed Products in accordance with the terms of this Agreement; ATTACHMENT A EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 2 4. Pictometry shall have no obligations to provide the Pictometry Licensed Products to Authorized Subdivision; 5. Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties under this Agreement; and 6. All notices under this Agreement shall be in writing and shall be sent to the respective addresses set forth above. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. This Agreement shall become effective upon execution by duly authorized officers of Authorized Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” Authorized Subdivision Pictometry International Corp. Signature: Signature: Name: Name: Title: Title: Date: Date: Effective Date: EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 1 ATTACHMENT A EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT Authorized Subdivision Name: Authorized Subdivision Address: Authorized Subdivision Email Address: Authorized Subdivision Phone Number: Authorized Subdivision Attn: Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering This Pictometry Authorized Subdivision Agreement (this “Agreement”) is entered into by and between Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive, Rochester, New York 14623 (“Pictometry”) and the Authorized Subdivision identified above (“Authorized Subdivision”). Whereas, Pictometry and the County of Oakland, Michigan (the “County”) entered into a license agreement dated December 1, 2016 (the “County Agreement”) providing the County licensed access to and use of certain Pictometry products identified above (“Pictometry Licensed Products”) and the County has requested that Pictometry authorize Authorized Subdivision to have access to and use of the Pictometry Licensed Products pursuant to the County Agreement; and Now therefore, Pictometry and Authorized Subdivision hereby agree as follows: 1. This Agreement shall continue in effect until the earlier to occur of (a) expiration or termination of the County Agreement, (b) the County withdraws its authorization allowing Authorized Subdivision access and use of the Pictometry Licensed Products (c) breach by the County of the County Agreement, or (d) breach of this Agreement by Authorized Subdivision; 2. Authorized Subdivision agrees to be bound by the terms and conditions set forth in the County Agreement, which is made part of this Agreement; 3. Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed Products in accordance with the terms of this Agreement; ATTACHMENT A EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 2 4. Pictometry shall have no obligations to provide the Pictometry Licensed Products to Authorized Subdivision; 5. Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties under this Agreement; and 6. All notices under this Agreement shall be in writing and shall be sent to the respective addresses set forth above. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. This Agreement shall become effective upon execution by duly authorized officers of Authorized Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” Authorized Subdivision Pictometry International Corp. Signature: Signature: Name: Name: Title: Title: Date: Date: Effective Date: EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 1 ATTACHMENT B EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS PICTOMETRY AUTHORIZED CONTRACTOR SUB-USER AGREEMENT Contractor Name: Type of Contractor entity: Contractor Address: Governmental Entity that Contractor is performing work on behalf of: Contractor Attn: Effective Date: Term: Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering This Pictometry Authorized Sub-User Agreement (this “Agreement”) is entered into by and between Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive, Rochester, New York 14623 (“Pictometry”) and the party identified above (“Contractor”) and is effective beginning on the Effective Date listed above for the Term as set forth above, at which time this Agreement will automatically terminate. Whereas, Pictometry and the County of Oakland, Michigan previously entered into a license agreement wherein the Governmental Entity identified above was given access to and use of certain products identified above (“Pictometry Licensed Products”). The Governmental Entity has requested that Pictometry authorize Contractor to have access to and use of the Pictometry Licensed Products, in order for Contractor to fulfill its contractual obligations to the Governmental Entity. Now therefore, Pictometry and the Contractor hereby agree that Contractor may utilize the Pictometry Licensed Products in accordance with the terms and conditions set forth herein. Contractor agrees as follows: 1 Grants of Rights; Restrictions on Use 1.1 Contractor may use the Pictometry Licensed Products solely for the purpose of fulfilling its contractual obligations to the Governmental Entity at its direction. 1.2 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Pictometry Licensed Products belong to Pictometry or its third party ATTACHMENT B EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 2 suppliers. Contractor shall not acquire any proprietary interest in the Pictometry Licensed Products or any copies thereof. 1.3 Contractor shall not make the Pictometry Licensed Products available to any other party, including Google or its affiliates, either directly or indirectly. Contractor will not share, publish, reproduce, sell or distribute the Pictometry Licensed Products (including making available on the Internet or World Wide Web or any other general access electronic network, method or medium). 1.4 Contractor shall not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive source code of, decrypt, modify, create derivate works of, or tamper with or disable any security or monitoring features within the Pictometry Licensed Products. 1.5 Pictometry shall have no obligations to provide the Pictometry Licensed Products to Contractor. 2 Disclaimers 2.1 The Pictometry Licensed Products are provided for visualization purposes only, are not authoritative or definitive, and do not constitute professional engineering or surveying services. 2.2 The Pictometry Licensed Products are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences. 2.3 All measurements and reports generated by the Pictometry Licensed Products are based upon second order visualization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes. 2.4 Contour information obtained from the Pictometry Licensed Products is generated from under sampled elevation data, is provided for informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses. 2.5 While the Pictometry Licensed Products may be considered useful supplements for life critical applications, they are not designed or maintained to support such applications and Pictometry and its third party suppliers of the Pictometry Licensed Products hereby disclaim all liability for damages claims and expenses arising from such use. 2.6 Contractor’s reliance on the Pictometry Licensed Products should only be undertaken after an independent review of their accuracy, completeness, efficacy, timeliness and adequacy for Contractor’s intended purpose. 2.7 Pictometry and each third party supplier of any portion of the Pictometry Licensed Products assume no responsibility for any consequences resulting from the use of the Pictometry Licensed Products. 2.8 Pictometry and each third party supplier of any portion of the Pictometry Licensed Products hereby disclaim all liability for damages, claims and expenses arising from or in any way related to the accuracy or availability of the Pictometry Licensed Products. 2.9 Contractor waives any and all rights Contractor may have against Pictometry, each third party supplier of any portion of the Pictometry Licensed Products, and each of their ATTACHMENT B EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 2 suppliers. Contractor shall not acquire any proprietary interest in the Pictometry Licensed Products or any copies thereof. 1.3 Contractor shall not make the Pictometry Licensed Products available to any other party, including Google or its affiliates, either directly or indirectly. Contractor will not share, publish, reproduce, sell or distribute the Pictometry Licensed Products (including making available on the Internet or World Wide Web or any other general access electronic network, method or medium). 1.4 Contractor shall not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive source code of, decrypt, modify, create derivate works of, or tamper with or disable any security or monitoring features within the Pictometry Licensed Products. 1.5 Pictometry shall have no obligations to provide the Pictometry Licensed Products to Contractor. 2 Disclaimers 2.1 The Pictometry Licensed Products are provided for visualization purposes only, are not authoritative or definitive, and do not constitute professional engineering or surveying services. 2.2 The Pictometry Licensed Products are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences. 2.3 All measurements and reports generated by the Pictometry Licensed Products are based upon second order visualization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes. 2.4 Contour information obtained from the Pictometry Licensed Products is generated from under sampled elevation data, is provided for informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses. 2.5 While the Pictometry Licensed Products may be considered useful supplements for life critical applications, they are not designed or maintained to support such applications and Pictometry and its third party suppliers of the Pictometry Licensed Products hereby disclaim all liability for damages claims and expenses arising from such use. 2.6 Contractor’s reliance on the Pictometry Licensed Products should only be undertaken after an independent review of their accuracy, completeness, efficacy, timeliness and adequacy for Contractor’s intended purpose. 2.7 Pictometry and each third party supplier of any portion of the Pictometry Licensed Products assume no responsibility for any consequences resulting from the use of the Pictometry Licensed Products. 2.8 Pictometry and each third party supplier of any portion of the Pictometry Licensed Products hereby disclaim all liability for damages, claims and expenses arising from or in any way related to the accuracy or availability of the Pictometry Licensed Products. 2.9 Contractor waives any and all rights Contractor may have against Pictometry, each third party supplier of any portion of the Pictometry Licensed Products, and each of their ATTACHMENT B EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 3 directors, officers, members and employees, arising out of use of or reliance upon the Pictometry Licensed Products. 3 Warranty 3.1 THE PICTOMETRY LICENSED PRODUCTS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD PARTY SUPPLIER OF THE PICTOMETRY LICENSED PRODUCTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4 Limitation of Liability 4.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Pictometry Licensed Products, (b) the unavailability or interruption of the Pictometry Licensed Products or any features thereof, (c) Contractor’s use of the Pictometry Licensed Products, (d) the loss or corruption of any data or equipment in connection with the Pictometry Licensed Products, (e) the content, accuracy, or completeness of the Pictometry Licensed Products, all regardless of whether you received assistance in the use of the Pictometry Licensed Products from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Pictometry Licensed Products. 4.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry; and (b) each third party supplier of any Pictometry Licensed Products, third party alliance entity, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third party supplier of any Pictometry Licensed Products or third party alliance entity and their affiliates. 4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE PICTOMETRY LICENSED PRODUCTS OR THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS. 4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH PICTOMETRY LICENSED PRODUCTS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. 5 Miscellaneous 5.1 Contractor acknowledges and agrees that a breach of this Agreement by Contractor may cause severe and irreparable damage to Pictometry which may be difficult to measure with certainty or to compensate through damages. In the event of any breach of this Agreement by Contractor, Contractor agrees that Pictometry is authorized and entitled to seek preliminary and/or permanent injunctive relief, as well as any other relief permitted by applicable law. Contractor hereby waives the necessity of the posting of any form of bond relating to the issuance of injunctive relief. ATTACHMENT B EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 17-263 9/28/2017 4 5.2 Pictometry may terminate this Agreement at any time with or without cause upon ten (10) days written notice to the Contractor. 5.3 Upon expiration or termination of this Agreement, or in the event that Contractor is in violation of any of the terms or conditions set forth in this Agreement or the Governmental Entity is in violation of its Agreement with Pictometry, the Contractor shall immediately cease use of all Pictometry Licensed Products, purge all Pictometry Licensed Products off of its respective computers/servers and return all Pictometry Licensed Products to Pictometry. 5.4 Contractor shall not assign or otherwise transfer its rights or delegate its duties under this Agreement. 5.5 All notices under this Agreement shall be in writing and shall be sent to the respective addresses set forth above. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 5.6 Any extensions or modifications of this Agreement must be in writing and signed by duly authorized officers of Pictometry and the Contractor. 5.7 This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. 5.8 The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 5.9 In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. This Agreement shall become effective upon execution by duly authorized officers of Authorized Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” Contractor Pictometry International Corp. Signature: Signature: Name: Name: Title: Title: Date: Date: Effective Date: April 7, 2022 Michigan Department of State Office of the Great Seal Richard H. Austin Building, 1st Floor 430 W. Allegan Lansing, MI 48918 Dear Office of the Great Seal: On September 28, 2017 the Oakland County Board of Commissioners adopted Resolution #17263 – Department of Information Technology – Modifications to Comprehensive I.T. Services Interlocal Agreement. As required by Urban Cooperation Act 7 of 1967 - MCL 124.510(4), a copy of the signed agreement and Addendum A with the County of Oakland and the Charter Township of White Lake and the authorizing Board of Commissioners Resolution are enclosed for filing by your office. Send confirmation of receipt of this agreement to: Mr. Joseph Rozell, Director of Elections Oakland County Clerk/Register of Deeds County Service Center, Building #14 East 1200 N. Telegraph Rd. Pontiac, MI 48341 (Please include our Miscellaneous Resolution number on the confirmation of receipt letter for filing purposes.) Contact our office at (248) 858-0564 if you have any questions regarding this matter. Sincerely, COUNTY OF OAKLAND Joseph J. Rozell Director of Elections Cc: Donna Dyer, Corporation Counsel, Oakland County Erika Munoz-Flores, Corporation Counsel, Oakland County Kim McCabe, Project Support Specialist, Oakland County Information Technology Anthony Noble, Clerk, Charter Township of White Lake Enclosures