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HomeMy WebLinkAboutInterlocal Agreements - 2021.06.17 - 37836AGREEMENT FOR I.T.SERVICES BETWEEN OAKLAND COUNTY AND CITY,OF CLARKSTON 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 Clarkston ("Public Body")375 Depot,Clarkston,MI 48346,County and Public Body may also be referred to jointly as "Parties". PURPOSE OF AGREEMENT.County andPublic Body enterinto this Agreement for the purpose of law, providing Information Technology Services ("I.T.Services")tor Public Bady pursuant to Michigan 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 orplural,shall be defined,read,and interpreted as follows. T.1, 122. Lo 1.4, MR21-258 Agreement means the terms and conditions of this Agreement and any other mutually agreed to written and executed modification,amendment,Exhibit and attachment. Claims mean anyalleged 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 forreasonable attorney fees,witness fees,court costs,investigation expenses,litigation expenses,amounts paid in settlement,and/or other amountsorliabilities of any kind whichare incurred by or asserted against County or Public Body,or for which County or Public Body may becomelegallyand/or contractually obligated to pay or defend against,whetherdirect,indirect or consequential,whetherbased upon any alleged violation of the federal or the state constitution,any federal orstate statute,rule;regulation,or any alleged violation of federal or state common.law,whether any suchclaims are brought in law or equity,tort,contract,or otherwise,and/or whether commenced orthreatened. “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 securityprocedures,to the extent that the records relate to ongoing security of the County as well asrecordsorinformationtoprotectthesecurityorsafetyofpersonsorproperty,whether publicorprivate,including,but not limited to,building,public works,and public water supply designs relating to ongoing security measures,capabilities and.plans for responding to aviolationoftheMichigananti-terrorisms act,emergencyresponse plans,risk planningdocuments,threat assessments.and,domestic preparedness strategies. 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,waluntvets,and/or any suchpersons’successors. Page lof 12°. LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 Lid: 1.6. La 1.8. Le, MR21-258 Day means any calendar day beginning at 12:00 a,m..and ending at 11:59 p.m. Public Body meansthe City.of Clarkston,which is an entity created by state or local authorityor 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. Public Body Employee means any employees,officers,directors,members,managers, trustees,volunteers,attorneys,and representatives of Public Body,licensees, concessionaires,contractors,subcontractors,independent contractors,agents,and/or any such persons’successors or predecessors (whethersuch persons act oracted in their personal,representative orofficial capacities),and/or any persons actingby,through, under,or in concert with any of the above who have access to the I.T.Services provided underthis Agreement."Public Body Employee"shall also include-any person who was a Public Body Employee at any time during the termof this Agreementbut,for any reason, is no longer employed,appointed,orelected in that capacity. Points of Contact mean the individuals designated by Public Bodyand identified to County to act as primary and secondary contacts5 fot communication and other purposesas described herein. 1.T.Services means the following,inlividunal IT.Services provided by County’s Department of Information Technology,if applicable: 1.9.1.Online‘Payments meanthe ability.to accept payment of monies owed to Public Bodyinitiated 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 viq a credit card readerattached 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,PayLocal Taxes means the ability to accept paymentof local property taxes owed to Public Body initiated via a website maintained by Countyusing 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 subseti ption 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 forthe collaborative use of information related to public assets,such as water,sanitary sewer,and/or storm sewerinfrastructure,that ismanaged by various governmental entities participating in the CAMS within the County of Oakland in orderto promote the effective maintenance and careof 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 backuppower. Page.2 of 12 LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 1.9.7.Remedial Support Services means providing Public Bodyassistance with diagnosis and configuration of Public Body owned system components. 1.9.8.Oaknet Connectivity means use of cominunication lines and network equipment maintained by County forthe transmission of digital information whetherleased or owned by County. 1.9.9,Internet Service means access to the Internet from Public Body's workstations. Access from the Internet to Publicey s applications,whether at County orat Public Body (hosting),is not included. 1.9.10.CLEMIS means the Courtand hen Enforcement ManagementInformation 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 Useraccount 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 meansthe ability forthe Public Bodyto utilize Access Oakland Products and data owned and maintained by the County on orin relation toits 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 networksecurity posture. 1.10.Service Center means the location of technical support and information provided by County's Department of Information Technologgy: 1.11.Exhibits mean the following descriiptions of LT.Services which are governedby this Agreementonly if they are attached to this Agreement and selected below oradded 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 °Te 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 Connectiviity Exhibit ine Internet Service Exhibit X:CLEMIS Exhibit XI:ArcGIS Online 'I<|<[p<Page 3 of 12. Pu,SERVICES -INTERLO CAL AGREEMENT MR21-258 6/17/2021 X Exhibit XII:Data Sharing a! Exhibit XIII:Pictometry Licensed Products Exhibit XIV:Security Best Practice Advice 2.COUNTY RESPONSIBILITIES. 2.1.County,through its Departmentof Information Technology,shall provide the LT.Services selected above whichare attached and incorporated into this Agreement. 2.2.County shall supportthe 1.T.Services as follows: 2.2.1.Access.County will provide secure access to LT.Services for use on hardware provided by Public Body as part ofits own computer system oras otherwise provided in an Exhibit to this Agreement. 2.2.2.Maintenance and Availability.County will provide maintenance to its computer systemto ensure thatthe I.T.Services are functional,operational,and work.forintendedpurposes.Such maintenance to County’s system will include "bug"fixes,patches,and upgrades,such as software,hardware,database and networkupgrades.The impactof patches and/or upgradesto the applications will be thoroughly evaluated by County and communicated to Public Body throughtheir Points ofContactpriortoimplementationinPublicBody’s production environment.Countywillreservescheduledmaintenancewindowstoperformtheseworkactivities.These maintenance windowswill'be outlined Speoitienty foreach application in the attached Exhibits. 2.2.2.1.If changes to scheduled maintenance windowsorif additionalmaintenancetimesarerequired,County will give as muchlead time aspossible. Zao.“During maintenance windows,aaccess to the application may be restricted by County without specific priornotification., 2.3.County may deny access to LT.Services so thatcritical unscheduled maintenance (i.e.break-fixes)may be performed.County will make prompt and reasonable efforts tominimizeunscheduledapplicationdowntime.Countywill notify the Points of Contactaboutsuchinterruptionswithasmuchleadtimeaspossible.| 2.4.Backup and Disaster Recovery.. 2.4.1.County will perform periodic backups ofL.T.Services hostedon County’scomputersystem.Copies of scheduled backups will be placed offsite for disasterrecoverypurposes, 2.4.2.County will maintain a disaster recovery processthat will be usedto recoverapplicationsduringadisasterorfailureofCounty’s computer system. 2.5.Auditing.County may conduct scheduledand unscheduled audits or-scans to ensure theintegrityofCounty’s data.and County’s.compliance with Federal,State and local lawsandindustrystandards,including,butnot limited to,the Health Insurance Portability andAccountabilityAct(HIPAA)and Rayment Card Industry Data Security Standard (PCIDSS.) thee 4 of 12 E T.SERVICES -INTERLOCAL AGREEMENT MR 21-258 =6/17/2021 2.6. Bods 28. 29. 3.PUBL 3:1. 32, 3.3. MR 21-258 2.5.1.In orderto limit possibility of data theft and scope ofaudit requirements,County will not store credit card account numbers.Countyis onlyresponsible forcredit carddata only during the timeof transmission to payment processor. Training and Information Resources.County may provide training on use of the I.T. Services on an as-neededbasis orasset forth in an Exhibit to this Agreement. Service Center.IT.Service incidents tequiring 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 Centeris 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 Centercanreceive calls to report I.T.Service outages 24 hours a day,7 days a week. Outages are defined as unexpected service downtime orerror messages.Depending on severity,outage reports received outsideof County’s normal business hours may not be responded to until the resumption of County’s normal business hours. Service Center Phone Number.248-858-8812 Service Center Email Address servicecenter@oakgov.com Service Center Website https://sc.oakgov.com County mayaccess,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.CountyshallfirstreferallsuchrequestsforinforrnationtoPublicBody’s Points of Contact fortheirresponsewithintherequiredtimeframe.County shall provide assistance for the response ifrequestedbythePublicBody's Points of Contact,and if able to access the requestedinformation.County shall not distribute Public meGh s data to otherentities for reasons other than in response to legal process. 1.T.service providers require County to pass through to Public Body certain terms and conditions contained in license agreements,service agreements,acceptable use policies andsimilartermsofservice,in orderto provide I.T.Services to Public Body.The County willprovidePublicBodywithaccesstothesetermsandconditions.County will provide noticewhenitbecomesawareofchangestothetermsandconditionsoftheseagreementsthatareapplicabletoPublicBody. j ILITIES. Public.Body shall immediately notify County of any unauthorized useofthe LT.ServicesandanybreachofsecurityoftheI.T.Servicés.Public Body shall cooperate with County inallinvestigationsinvolvingthepotentialmisuseofCounty’s computer system ordata. 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,fortheCLEMISExhibit,as required by.applicable statute,regulation,or administrative rule.PublicBodyisresponsibleforensuringtheauoUnyandcurrencyofdatacontainedwithinitsapplications. Public Body shall follow County’s I.tT:Services requirements as described on County’swebsite.Public Body shall comply.with County’s minimum standards for each InternetbrowserusedbyPublicBodytoaccessI.T.Services as set forth in an Exhibit(s)to thisAgreement.Public Body shall meet any changes to these minimum standards that Countymayreasonablyupdatefromtimetotime. Page 5 of 12 I T.SERVICES-INTERLOCAL AGREEMENT 6/17/2021 3.4.Public Body shall not interfere with ordisrupt 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 J.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.aunique 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. Ifauthorized by County,Public Body may extend IT.Services to otherentities which are created by orprimarily funded by state or local authority.If County authorizes Public Body to provide access to any I.T.Services to other entities,PublicBody shall require those entities to agree to utilize an antivirus software package/system on computers accessing the 1.T.Services and to assign users of the I.T.Services a unique User ID and passwordthatwill be terminated when a user is no longerassociated 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 L.-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 tequired by County,attend training classes provided by County either online orat County’s Information Technology Building in Waterford,Michigan orothersuitable location determined by County. 3-75,Providing initial support services to Publiic Body users prior to logging a Service Centerincident with County. 3.7.6.Requesting security changes and technical support from the Service Center. 3.7.7.Testing Applications in conjunction with County,at the times and locations mutually agreed upon by County and PublicBody. 3.7.8.To report a service incident to the Service Center,one of Public Body’s Points of Contactshall 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 1.T.SERVICES-INTERLOCAL AGREEMENT MR 21-258 6/17/2021 3.7.8.6.Exact nature of the problem orfunction including any error message that appeared on the computerscreen. 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.. 3.10.1,1.service providers require County to pass through to Public Body certain terms and conditions contained in license agreements,service agreements,acceptable use policies and similat 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. TION 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 ChiefJudge 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,ee 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 byPublicBodyaftertheexecutionoftheAgreement.An amendment signed by the Board Chairperson underthis Section must be sent to the Election Division in the County Clerk’s Office to be filed with the Agreementonce it is signed by both Parties. 4.3.Unless extended by an Amendment,this Agreement shall remain in effect forfive (5)yearsfromthedatetheAgreementiscompletelyexecutedbyallPartiesoruntilcancelledorterminatedbyanyofthePartiesSeatothetermsoftheAgreement. .PAYMENTS. 5.1.LT.Services shall be provided to Public Body at the rates specified in the Exhibits,ifapplicable. 5.2.Possible Additional Services and’Costs.If County’is legally obligated for any reason,€.g.subpoena,Court Order,or Freedom of Information Request,to-search for,identify,produce ortestify regarding Public Body’sdata or information thatis electronically stored by CountyrelatingtoI.T.Services the Public Body receives underthis Agreement,then Public BodyshallreimburseCountyforallreasonable-costs the County incurs in searching for,.identifying,producing ortestifying regarding such data or information.County may waivethisrequirementinitssolediscretion. 5.3.County shall provide Public Body with a detailed iveicelesplanaiian of County’s costs forI.T.Services provided herein and/ora statement describing any amounts owed to County. Page 7 of 12 LT.SERVICES -INTERLOCAL AGREEMENT MR 21-258 6/17/2021 5.4. 5.6. Public Bodyshall pay the full amount shown on any such invoice within sixty (60)calendar days after the date shownon any suchinvoice.Paymentshall 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.a If Public Body,for any reason,fails to pay County any monies when and asdue underthis Agreement,Public.Body agrees that unless expressly prohibited by law,County orthe Oakland County Treasurer,at theit 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 orretention of funds by County shal]be deemed a voluntary assignmentof 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 whetherthe underlying amountretained by County was actually due and owing underthis Agreement. If County choosesnot 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-maximumlegal interest‘on any unpaid amount.Interest charges shall be in addition to any other amounts due to County underthis Agreement.Interest charges shall be calculated using the daily unpaid balance method and accumulate until all outstanding amounts and accumulated interest are fully paid.. Nothingin this Section shall operate to limit County’s right to pursue or exercise any other legal rights or remedies under this Agreement orat law against Public Body to secure payment of amounts due County underthis 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. 62. 6.3. 6.4. 6.5, 6:6. MR 21-258 Each Party shall be responsible for any Claims made against that Party by a third party,and for the acts of its employees arising underor related to.this Agreement. Exceptas provided for in Section 5.6,in any Claim that mayarise-from the performance of this Agreement,each Party shall seek its own legal representation and bearthe costs associated with such representation,including judgments and attorneyfees. Except as otherwise provided forin this Agreement,neither Party shall have any right under this Agreementor underany otherlegal principle to be indemnified or reimbursed by the otherParty or any of its agents in connection with any Claim. Public Body shall be solely responsible forall costs,fines and fees associated with any misuse byits Public Body Employees of the I.T..Services provided herein. This Agreement does not,and is not intended to,impair,divest,delegate or contravene any constitutional,statutory,and/or otherlegal right,privilege,power,obligation,duty,or immunity.of the Parties.Nothing in this Agreementshall be construed as a waiverof governmental immunity for either Party. The Parties have taken all actions and secured all sapiwals necessary to authorize and complete this Agreement.The petsons signing this Agreement on behalf of each Party Page 8 of 12 LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 have legal authority to sign this Agrcement and bind the Parties to the terms and conditions contained herein. 6.7.Each Party shall comply with all fesdzeal,state,ahd’taval ordinances,regulations, administrative rules,and requirements applicable to its activities performed underthis Agreement. 7.USE OF CONFIDENTIAL INFORMATION 7.1.The Parties shall not reproduce,provide,disclose;or give access to Confidential Information to the County:or to a Public Body Employee not having a legitimate need to know the Confidential Information,orto 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 impendingdisclosure to the otherParty,(ii)provides reasonable assistance in opposing orlimiting the disclosure,and (iii)makes only such disclosure as is compelled or required.ThisAgreement imposes no obligation upon the Parties with respect to any Confidential Information whichcan establish by legally sufficient evidence:(i)was in possession of or was knownby priorto 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 LT.Services are provided on an "as is"sad "as available”basis.County expressly disclaimsall warranties of any kind,whether express or implied,including,but not limited to,the implied warranties of mer chantability 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 orerror-free;nor (iii)the results that may be obtained by the I.T.Services will be accurate orreliable. 8.3.Any material or data downloaded orotherwise obtained throughthe use of the I.T. Services is accessed at Public Body’s discretion and risk.Public Body will be solely responsible for any damageto its computer system orloss of data that results from.downloading of any material. 9,LIMITATION OFLIABILITY,In no event shall either Party be liable to the other Party or anyotherperson,for any consequential,incidental,direct,indirect,special,and punitive or other damages arising out of this Agreement. 10.DISPUTE RESOLUTION.Al!disputes eslating ito the execution,interpretation,performance,ornonperformanceofthisAgreementinvolvingoraffectingthePartiesmayfirstbesubmittedtoCounty's Director of Information Technology and Public Body’s Agreement Administrator forpossibleresolution.County's Directorof Information Technology and Public Body’s AgreementAdministratormaypromptlymeetandconferinanefforttoresolvesuchdispute.If they cannotresolvethedisputeiinfive(5)business days,the dispute may be submitted to the signatories of this Page 9 of 12 LT.SERVICES -INTERLOCAL AGREEMENT MR 21-258 =6/17/2021 Ll. 12. 14, 15. 16. iy. 18. Agreementor their successors in office.The signatories:of this Agreement may meet promptly and conferin an effort to resolve such dispute. TERMINATION OR CANCELLATION OF AGREEME NT. 11.1,Either Party may terminate or cancel this entire Agreement orany oneofthe LT.Services described in the attached Exhibits,upon-one hundred twenty (120)days written notice,if either Party decided,in its sole discretion,to terminate this Agreement or one of the Exhibits,for any reason includingconvenience. 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 underthis provision.A termination of one ot 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. J ION OF SERVICES.County,through its Director of Information Technology,may immediately suspendI.T.Services for any of the.following reasons:(i)requests by law enforcement or other governmental agencies;(ii)engagement by Public Body in fraudulentorillegal activities relating to the LT.Services provided herein;(iii)breach of theterms 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 tetminate or cancel this Agreement according to the provisions in Section 1. County.shall notincur‘any penalty,expense.orliability if I.T.Services are suspended under this Section. .DELEGATION OR ASSIGN MENT.Neither Party shail delepate or assign any obligations or rights under this Agreement without the prior written consent of the other Party. NO EMPLOYEE-EMPLOYER RELATIONSHIP.‘Nothing in this Agreementshall be construed as creating an employee-employerrelationship between County and Public Body. NO_THIRD-PARTY BENEFICIARIES.Except as provided forthe 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,gata any otherright in favor of any other person orentity. NO IMPLIED WAIVER.Absent.a written waiver,no act,failure,or delay by aParty to pursue or enforce any rights or remedies underthis Agreement shall constitute a waiverof those rights with regard to any existing or subsequent breach of this Agreement.No waiver of any term,condition,or provision of this Agreement,whetherby conduct or.otherwise,in oneor more instances shall be deemed or construed as.a continuing waiver of any term,condition,or provision of this Agreement. No waiverby either Party shall subsequently affect its right to megane strict performance of this Agreement. SEVERABILITY.Ifa court of competent jurisdiction finds a term‘ot condition of this Agreementto be illegal or invalid,then the term or condition shall be deemed severed from this Agreement.All other terms,conditions,and Binvistone ofthis Agreementshall remain in full force. PRECEDENCE OF DOCUMENTS.In the event of a conflict between the terms ofand 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:: ed 10 of 12 LT.SERVICES -INTERLOCAL AGREEMENT MR 21-258 6/17/2021 19: 20.F 21, 22: 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 readerand are not intended to have any substantive meaning.The numbers,captions,and indexesshall not be interpreted orbe consideredas part of this Agreernent.Any use of the singular orplural,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. ORCE MAJEURE.Notwithstanding any other term or provision of this Agreement,neither Party shall be liable to the other for any failure of performance hereunderif such failureis 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 labordifficulties,or any law,order,regulation,direction,action,or request of the United States government or of any other government.Reasonable notice shall begiven to the affected Party of any such event.. NOTICES.Notices given underthis Agreement shall be in writing and shall be personally delivered,sent by express delivery service,certified mail,orfirst class U.S.mail postage prepaid, and addressedto the person listed below. Noticewill be deemed given on the date when one of the followingfirst occur:(i)the date of actual receipt;(ii)the next business day when notice is sent express delivery service orar 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 Departmentof 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.i 21.2.If Notice is sent to Public Body,it shall be addressed to:Jonathan Smith, smithj@villageofclarkston.org,375 Depot,Clarkston,MI 48346. 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. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE.This Agreementshall be _governed,interpreted,and enforced by the laws-of the State of Michigan.Except as otherwise 23, requited by law orcourt rule,any action broughtto enforce,interpret,or decide any Claim arising underorrelated to this.Agreementshall be brought in the 6th Judicial Circuit Courtof 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. ENTIRE AGREEMENT. 23.1.This Agreement represents the entire agreement and understanding between the PartiesregardingthespecificServicesdescribedintheattachedExhibits.With regard to those Services,this.Agreement.supersedesall other oral or written agreements between the Parties. 23.2.The language of this Agreement shall be construed as a whole accordingto its fair meaning,and not construed strictly for or against any Party.. Page 11 of 12 IT.SERVICES -INTERLOCAL AGREEMENT MR 21-258 6/17/2021 IN WITNESS.WHEREOF,Jonathan Smith hereby acknowledges that he/she has been authorized by a resolution ofthe City of Clarkston,a certified copy o ich is attached,or by approval of the Chief Judge if the Public Bowlis aaa Court,to exectte if Agreement on behalf of Public Body and hereby ¢itions of this Agreement. rl ge ‘DATE:_|hs/z = anage Uy jA / a ey fl LiWITNESSED:stag4/__DATE:,4 1G[2033 Kor epiDip d ;/AGREEMENT ADMINISTRATOR:DATE: (IF APPLICABLE) City ) IN WITNESS WHEREOF,David T.Woodward,Chairperson,Oakland County Board of Commissioners,hereby acknowledges that he has been authorizedby 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:da08¥. David T.Woodward,Chairperson Oakland County Board of Commissioners Woodward (Feb 1,2023 14:37 EST) WITNESSED:‘oath suingitlow (Feb i202 1452 EST)DATE:Feb 1,2023 Oakland County Board of Conmletionens County of Oakland Page 12 of 12 LT.SERVICES -INTERLOCAL AGREEMENT MR 21-258 6/17/2021 ‘EXHIBIT ILT.SERVICES AGREEMENTONLINEPAYMENTS INTRODUCTION The I.T.Service described in this Exhibit (Online Payments)will provide government agencies with the ability to accept credit card and/or ects erro payments online. 1.0 COUNTY RESPONSIBILITIES — LJ [a3 1.4 County will provide an I.T.Service where the general public can make payments for any type of fees orcosts,i.e.pay property taxes,licenses,permits ortraffic tickets by means of a credit card orelectronic check,utilizing the Internet. Ifrequested by Public Body,County will provide asingle public web page that will reside on County server(s)and include ‘basic information with links to the LT. Service,for Online Payments.County will not provide content management.County will provide basic design template customization (header and colors)and minimal content (basic contact information).URLs will have a G2Gcloud.comdomainname.County has sole discretion as to what Ne be placed onthis one- page website. County will provide Public Body ‘with.access to a password protected web sitewherePublicBodycanissuecreditsandviewdaily,weekly,and monthlytransactionactivityofpaymentsprocessedthroughthisLT.Service. 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 | oak 2.2 2.3 Public Body will be responsible for placing the URL provided by County ontotheirwebsiteforthisservice. Public Body will includethe URLin printed orelectronic communications to thegeneralpublicregardingthisservice. Public Body shall respond to all questions from the general public regarding payments.County shall refer questions regarding the amount of payment due orowingtoPublicBody. 3.0 SUPPORT The L.T.Service will be supported:by tious s Information Technology (I.T.)DepartmentasdescribedintheAgreement. 4.0 SERVICE ACCESS AND REQUIREMENTS - 4.1 MR 21-258 6/17/2021 Service Access 4.1.1 Access to the LT.Service is via an internet browser.The URL for thegeneralpublictoinitiatetheOnlinePaymentsservicewillbeprovidedby County. LT.SERVICES.AGREEMENT —EXHIBITI Page 1 4.2 ‘EXHIBIT ILT.SERVICES AGREEMENTONLINEPAYMENTS 4.1.2 Public Body will provide access to this 1.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. Service Requirements 4.2.1 The general public shall be required to:payCounty an Enhanced Access Fee to use this I.T.Service.Courity will use Enhanced Access Fees to récover costs associated with this L.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 Bodywill be depdsited in Public Body’s designated account.The funds for the Enhanced Access Fee will be deposited into an account owned by County.oo 5.0 SERVICE COSTS There is no cost to Public Body forthis LT.Service, 6.0 SHARING OF NET ENHANCED ACCESS FEES | 6.1 6.2 6.3 MR 21-258 Public Body will receive 50%of Net Enhanced Access Feescollected from Online Payments.For purposes of Sharing Net Enhanced Access Fees,if the Public Body that enteredinto this Agreementis a Court,any Net Enhanced Access Fees that can be sharedwill 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 October1 through September 30.'Net Enhanced Access Feesis defined as follows: County will deduct a percentage from Public Body’s gross Enhanced Access Fees to covertransactional fees.The percentage will be recalculated every fiscal year due to changes in County’s costs incurred.County shall list the percentage of Enhanced Access Fee .used to calculate transactional fees on the www.G2Gcloud.com website. Definitions. 6.3.1 Gross Enhanced Access Feés Collected —All fees added to transactions processed for your agency paid by end-user 6.3.2 County’s Costfor Transactional Fees —Average costs incurred by County to process transactions forall 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 | Page 2 6/17/2021 ‘EXHIBITILT.SERVICES AGREEMENTONLINEPAYMENTS 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-Percentageof Total Net Enhanced Access Fees to be shared with your agency. 6.3.6 Fees Shared Back with Public Body —Funds your agency will receive. 6.4 Illustration.Below is an example of how the Net Enhanced Access Fees will be shared:, $5,000.Gross Enhanced ‘Access Fees Collected x39%County’s Cost for Transactional Fees -$1950 Transactional Fees Deducted.from Gross Enhanced Access Fees $3050 Net Enhanced Access Fees Remainingx50%50%Shared Back with Public Body $1525 Fees Shared Back with Public Body 7.0 PROVISION AND MAINTENANCE OF DATA Ful 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-partyentities.al 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 IT.Service.This license cannot be provided to any otherparty without County’s consent in writing. LT.SERVICES AGREEMENT —EXHIBIT I Page 3 MR 21-258 6/17/2021 EXHIBITIL LT.SERVICES AGREEMENT OVER THE COUNTER PAYMENTS INTRODUCTION The LT.Service described in this Exhibit (Over the Counter Payments)will provide government agencies with the ability to take credit card payments at the counterand over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide anIT.Servicewhere the general public can make Overthe Counter Payments for any type offees orcosts;i.e.pay property taxes,licenses, permits ortraffic tickets-by means of'a credit card. 12 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 pr ocessed thr‘oughthis L.T.Service. 1.3.The Enhanced Access Fee charged to the general public shall be an amountestablishedbyCountyBoardof.Comimissioners (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 toall questions from the general public regarding Eaenents. 3.0 SUPPORT ' The I.T.Service will be supported ia coe”s Information Technol ogy (I.T.)Department as described in the Agreement.; 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the LT.Service is via a credit card reader provided by CountyattachedtoacomputerwithaconnectiontoanInternetwebsiterunbyCounty. 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 accéss to ‘this LT.Service forthe general publicviacomputerownedbyPublicBodyanonthepremiseofthePublicBody.This computer may be operated by:Public Body staff or made availabledirectlytothegeneralpublic. 4.2 Service Requirements: 4.2.1 The general public shall be required to pay Countya fee to use-this IT.Service.County “all use fees to recovercosts associated withthis I.T. Service. LT.SERVICES AGREEMENT —EXHIBITII Page |MR 21-258 6/17/2021 EXHIBITI |LT.SERVICES AGREEMENTOVERTHECOUNTERPAYMENTS 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 paymentof 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 byCounty. 5.0 SERVICE COSTS ; There is no cost to Public Bodyfor this I.T.Service. 6.0 SHARING OF NET ENHANCED ACCESS FEES 6.1 6.2 6.3 MR 21-258 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 Agreementis a Court,any Net Enhanced Access Fees that can be shared will be directed to and deposited with the Court’s Funding Unitor Units.Payments will be made quarterly based on the County”s fiscal year of October |High September 30.Net Enhanced:Access Feesis defined as follows:: Countywill deduct a percentage from Public Body’s gross.Enhanced Access Fees to cover transactional fees.The percentage will be recalculated every fiscal year due to changes in County’s costs incurred.County shall list the percentage of Enhanced Access Fee.used to ‘calculate transactional fees on the www.G2Gcloud.com website. Definitions.: 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 transactionsfor.all agencies asa percentageof 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 youragency will receive. LT,SERVICES AGREEMENT —EXHIBITI! -Page.2. 6/17/2021. EXHIBIT I 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 Rogets Fees Collected X%39%Cotinty’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: Tel 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.Badein ‘advance of any changes to.the third-party entities. 7.2.Public Body shall provide Countywithall necessary bank accountand routingnumberstogiveeffecttothisAgreement.— 8.0 LICENSE USE AND ACCESS | County grants to Public Body a nonexclusive license to use County developed applications needed to receive this LT.Service.This license cannot be provided to any other party without County’s consent in wr iting. LT.SERVICES AGREEMENT —EXHIBITII Page 3MR21-258 6/17/2021 . EXHIBIT ILT.SERVICES AGREEMENTPAYCURRENTTAXES INTRODUCTION The.I.T.Service described in this Bxhibit(ay Current Taxes)will provide government agencies with the ability to take credit card and/orelectronic check tax payments online and via telephone with a real time update of the paymentinformation in BS&A. 1.0 2.0 3.0 4.0 MR 21-258 6/17/2021 COUNTY RESPONSIBILITIES 1.1 County will provide an IT,service where the general public can pay government taxes by credit card orelectronic checkvia the Internet. 1.2.County will provide a telephone numberwhere the general public can pay for government taxes by means of a credit card or electronic check. 1.3 When tax payments are made to Public Body throughthis I.T.Service,County will post the payment without Public Body entering the data separately. 1.4 County-shall provide a telephone number for the general public to call with questions regarding the payment procedure.County shall refer all questions regarding the amount of payment due to Public Body. 1.5 County will provide Public Body with access to a password protected web site where Public Body canissue credits as required and can view daily,weekly,and monthly transaction activity of payments. 1.6 The Enhanced Access Fee.charged to the general public.shall be an amount established by County,Board of Commissioners (MISCELLANEOUS RESOLUTION #07121,County Board of Commissioner Minutes,May 24,2007, p.246):or as revised by County Board of Commissioners. PUBLIC BODY RESPONSIBILITIES - 2.1 Public Body will be responsible forsi ait theURL provided by County onto their website forthis service. 2.2 Public Body shall espa.to all questions from the general public regarding payments. SUPPORT The.1.T.Service will be supported.by County s Information Technology (I.T.)Department as described in the Agreement. SUPPORT SERVICES AND REQUIREMENTS 4.1 Service Access - 4.1.1 Access to the I.T.Service will be via an internet browser.The URLto initiate the IT.Service is:https:/Awww.PayLocalTaxes.com 4.1.2 The URL.for Public Body to viewactivity reports.and to perform all administrative functions will be provided by County. 42 Service Requirements I.T.SERVICES AGREEMENT —EXHIBITIl .Pagel 4.2.1 EXHIBIT 1.I.T.SERVICES AGREEMENTPAYCURRENTTAXES ‘The general public shall be required to pay County an Enhanced Access Fee to use this 1.T.Service.County will use Enhanced Access Fees to recover costsassociated with this I.T.Service. The person making the paymentwill 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 forthis I.T.Service.. 6.0 SHARING OF NET ENHANCED ACCESS FEES . 6.1 6.2 6.3 MR.21-258 Public Body will receive 50%of Net Enhanced Access Fees collected fromOnlinePayments.For purposes of Sharing Net Enhanced Access Fees,if thePublicBodythatenteredintothisAgreementisaCourt,any Net EnhancedAccessFeesthatcanbesharedwillbedirectedtoanddepositedwiththeCourt’s Funding Unit or Units.Payments will be made quarterly based onthe County’sfiscalyearofOctober|through Sepienibes 30.Net Enhanced Access Fees isdefinedasfollows: County will deduct a percentage from Public Body's.s gross Enhanced Access Feestocovertransactionalfees.The percentage will be recalculated every fiscal yearduetochangesinCounty’s costs a County shall list the percentage ofEnhancedAccessFeeused-calculate transactional fees on thewww.G2Gcloud.com website. Definitions. 6.3.1 6.3.2 6.3.3 6.3.4 6.3.5 6.3.6 6/17/2021 Gross Enhanced Access Fees Collected —All fees added to transactions processed for youragency paid by end-user County’s Cost for Transactional Fees —Average costs incurred by County to process transactions forall agencies as a percentage of Gross Enhanced Access Fees Collected : Transactional Fees Deducted.from Gites Enhanced Access Fees —Result of applying percentage to Gross Enhanced Access Fees Collected Net Enhanced Access Fees Remaining —Result of subtracting costs of transactional fees from Gross Enhanced Access Fees Collected 50%Shared Back with Public Body-Percentage of Total Net Enhanced Access Fees to be shared with youragency. Fees Shared Back with Public Body —Fundsyour agency will receive LT.SERVICES AGREEMENT —EXHIBIT II Page S EXHIBIT I.LT.SERVICES AGREEMENTPAYCURRENTTAXES 6.4 I[lustration.Below is an example of how.the Net Enhanced Access Fees will be shared:by ~$5,000 Gross Buhsniced Access Fees Collected 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 MAINTENAN CEOF DATA Tl Public Body must use the same credit card and check processing entities used by County.The names and contact information forthese entities shall be provided by County.County shallIl notify Public siclein advance of any changesto the third-party entities. 7.2 Public Body shall provide County ‘with all necessary bank account and routing numbersto give.effect to this Agreement 8.0 LICENSE USE AND ACCESS © County grants to Public Body a ndnexclusive 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. LT.SERVICES AGREEMENT—EXHIBITIll Page-3 MR 21-258 6/17/2021 , EXHIBIT XII LT.SERVICES AGREEMENTDATASHARING| INTRODUCTION The Enhanced Access to Public Records Act,1996 PA 462,MCL 15.44fl et seq.,and the Urban Cooperation Act of 1967,1967 PA 7,MCL.124.501 ef ‘seg.,allow the County tomake Access Oakland Products and data owned and maintained by the County onorinrelation to its Geographic Information System (GIS)available to Public Body without fee or cost for the purposes and uses described in this:Exhibit. 1.0 2.0 3.0 MR 21-258 Tel 1.2 1.3 1.4 COUN el DEFINITIONS "Geographic Information System Data"or "GIS Data"means any output from the County's computerized database,developed pursuant to MCL 15.441 et seq.,for the purpose of making public records immediately available for public inspection or their purchase or copying by digital means. "Access Oakland Product"means any specially packaged public record, information or product,developed pursuant to MCL 15.441 etseq.,for the purpose of making public records immediately available for public inspection ortheir purchase or copying by digital means,and ayailable via the County's website. “Consultants,Contractors or Subcontractors”meanentities under contract to Public Body who use Access Oakland Products and/or GIS Data in or for performance of services pursuant to their contract with Public Body. "Third Party"means a person who requests Access Oakland Products and/or GIS Data from Public Body and is not a Public Body entity or.a Consultant,Contractor or Subcontractorperforming services for Public Body. TY RESPONSIBILITIES The:County may provide Public Body,without fee or cost,with data available as GIS Data and/or Access Oakland Products in retrievable form for public purposes permitted by law,including but not limited to assessing,planning,zoning, property inspection,economic or community development,public safety,public works,parks and recreation,and engineering.~ PUBLIC BODY RESPONSIBILITIES ah 6/17/2021 All of the Access Oakland Products and GIS Data,including but not limited to text, data,photographs,maps,images,graphics,audio and video clips,trademarks,logos andservice marks (collectively the “Content”)are owned by the County or licensed to the County by parties who own.the Content.The Content is protected by copyright,trademark,and other Jntellectual property law.Public Body will cooperate promptly with any reasonable request by the County in any investigationofpossibleinfringementofanyapplicablecopyrightorotherproprietaryright related to Public Body’s use of Access Oakland Products and/or GIS Data. 1.T.SERVICES AGREEMENT-EXHIBIT XII Page I MR 21-258 3.2 Ban 3.4 3.6 6/17/2021 EXHIBITXIILT.SERVICES AGREEMENTDATASHARING All requests for GIS data and/or Access Oakland Products for the uses specified in Paragraph2,1 shall be made on behalf of Public Body by a designee of Public Body. Requests for GIS Data will be submitted to the One Stop Shop,Oakland County, Michigan andrequests for Access Oakland Productswill be submitted to Access Oakland’s Account Services website.Either Party to this agreement may designate another individual to make or receive ae requests by providing prior written notice. Public Body will only use GIS Data andifor Access Oakland Products provided by the County underthis Agreement in the performance of Public Body’s authorized and permitted duties.. Public Body may provideits Consultants,re or Subcontractors with access to the GIS Data and/or Access Oakland Products in accordance withall the followingconditions: 3.5.1 ‘Public Body shall have its-Consultants,Contractors,or Subcontractors sign the Contractor Data Sharing Services Agreement,which is attached and incorporated into this Exhibit as Attachment A,and forward it to the County -along with Contractor’s required insurance documentation.The Countywill provide thefully executed Contractor Data Sharing Services Agreement to Public Body.Public Body shall forward the fully executed Contractor Data Sharing Services Agreement to the Consultant,Contractor,or Subcontractor.The Contractor Data Sharing Services Agreement must be signed by County and Contractor,prior to the Public Body’s Consultants, Contractors,or Subcontractors Accessing or using the GIS Data and/or Access Oakland Products; 3.5.2 Public Body’s Consultants,Contractors,or Subcontractors shall refrain from using the GIS Data and/or Access Oakland Products for any purpose ‘except whatis authorized by Public Body in relation to the performance of Public Body’s official duties;and,- 3.5.3 Public Body’s Consultants,Contractors,or Subcontractors shall delete, remove,and shall cease using;all copies of GIS Data and/or Access Oakland Products,regardless of their form or method of storage,upon the completion or termination of its consulting,contracting or subcontracting relationship ‘with Public Body and/or the completion of its assigned tasks or duties and/or termination of this Exhibit.. County may,and reserves the right to,implement future standards and guidelines as needed for use of the GIS Data and/or Access Oakland Products,including but not limited to,limiting thenumber of Public Body’s orits Consultants,Contractors, oi Subcontractors user accounts.In ordér to access and use the GIS Data and/or Access,Oakland Products,Public Body and its Consultants,Contractors,or Subcontractors shall agree to and comply with new or different standards or LT.SERVICES AGREEMENT-EXHIBIT XI Page2 - 4.0 5.0 6.0 MR 21-258 a7 3.8 EXHIBIT XI LT.SERVICES AGREEMENT DATASHARING guidelines that are provided to Public Body:Public Body shall provide any new or differerit standards or guidelines to its Consultants,Contractors,or Subcontractors. Public Body shall immediately inform County via the Service Centerif any of its employees,Consultants, Contractors,or Subcontractors are no longer employed by the Public Body,no longer require access to the GIS Data and/or Access Oakland Products,or use the GIS Data arid/or Access Oakland Products for any purpose except what is authorized by Public Body jin relation to the performance of Public Body’s.official duties. Public Body shall comply with al of the provisions in MCL 15.443(1)(d).Except as providedin section 3.5 above,Public Body agrees that it shall refrain from providing GIS Data and/or-Access Oakland Products to Third Parties,as that termisdefinedinMCLI5.442(i).Public.Body shall referall requests by Third PartiestopurchaseorotherwiseacquireGISDataand/or Access Oakland Products to Oakland County. SUPPORT The I.T.Service will be supported by County’s Information Technology CT.) Departmentas described in the een, SERVICE AND SUPPORT COSTS There is no cost to Public Body forthis service. LICENSE USE AND ACCESS County grants to Public Body a nonexclusive —to use County developed applications neededto receive this I.T.Service.This license shall not be provided to anyotherpartymeeniGahCounty’s written:consent. 6/17/2021 1.T,SERVICES AGREEMENT-EXHIBIT XI _Page 3 MR 21-258 ATTACHMENT ATOEXHIBITXII __I.T.SERVICES AGREEMENTDATASHARING CONTRACTOR DATA SHARING SERVICES AGREEMENT This Contractor Data Sharing Services A greement(herein referred to as the “Contractor Agreement”)is made between Oakland County,a Constitutional and Municipal Corporation, 1200 North Telegraph,Pontiac,Michigan.48341 (the “County”)and (the “Contractor”), (Contractor Name and Address) RECITALS A.WHEREAS,-(Public.Body’),utilizes Oakland County,Michigan (“County”)owned GIS Data and/or Access Oakland Products (referred to individually or collectively as “Data Sharing Services”)pursuant to'an agreement with the County;and B.WHEREAS,Public Body has requested and authorized County to provide Data Sharing Services to Contractor,in order for Contractorto fulfill its contractual obligations to Public Body. C,WHEREAS,Countyis willing to pr:ovide Data Shariring Gecations to Contractor,subject to the following terms and conditions. NOW,THEREFORE,the Contractorand.County,collectively referred to .as the “Parties,”agree to the following: AGREEMENT 1.Definitions:In addition to the terms and expressions defined elsewhere in this Contractor Agreement,the following words and expressions are defined and interpreted throughoutthis Contractor Agreement as: 1.1 Access Oakland Product means any specially packaged public record,information or product,developed pursuant to MCL 15.441 ef seg.,for the purpose of making public. records immediately available for public inspectionortheir purchase or copyingbydigital means,and available via the County's website. 1.2 Contractor Employee means any employee;officer;director;member;manager;trustee; volunteer;attorney;licensee;contractor;subcontractor:independent contractor; subsidiary;joint venture;partner or agent of Contractor;and any persons acting by, through,under,or in concert with any of the above,whetheracting in their personal, representative,orofficial capacities.Contractor Employee shall also include any person who was a Contractor Employee at any time duringthe term of this Contractor Agreement but,for any reason,isno longer employed,appointed,or elected in that capacity. ee———————— a SERVICESAGREEEMENT-EXHIBIT XI],ATTACHMENT A Page.16/17/2021 naan MR 21-258 6/17/2021 ATTACHMENTATOEXHIBITXI1.T.SERVICES AGREEMENTDATASHARING 1.3 Claims mean any alleged losses,claims,complaints,demands for relief or damages,suits, causes of action,proceedings,judgments,deficiencies,liability,penalties,litigation, costs,and expenses,including,but not limited to,reimbursement for reasonable attorney fees,witness fees,court costs,investigation expenses,litigation expenses,amounts paidinsettlement,and/or other amounts orliabilities of any kind which are imposed on, incurred by,or asserted against the County,or for'‘which the County may becomelegally and/or contractually obligated to pay or defend against,whether direct,indirect orconsequential,whether based upon any alleged violation of the federal or the stateconstitution,any federal or state statute,rule,regulation,or any alleged violation offederalorstatecommonlaw,whether anysuch claims are brought in law orequity,tort, contract,or otherwise,and/or whether commenced orthreatened. 1.4 County Oakland County,a Municipal Corporation,including,but not limited to,all of itsdepartments,divisions,the County Board.of Commissioners,elected and appointedofficials,directors,board members,council:members,commissioners,authorities,committees,employees,agents,volunteers,and/or any such persons’successors. 1.5 Data Sharing Services means GIS Data and/or Access Oakland Products. 1.6 Geographic Information System Data or GIS Data means any output from the County's computerized database,developed pursuant to MCL 15.441 ef seq.,for thepurposeofmakingpublicrecordsimmediatelyavailableforpublicinspectionortheirpurchaseorcopyingbydigitalmeans. Service Provided by County:County may provide Data Sharing Services to ContractorwithoutcosttoContractorduringthedurationofthisContractorAgreement,subject to anyothertermsorconditionsinthisContractorAgreement. Contractor’s Obligations:Contractor agreés that,when accessing or using Data SharingServices,Contractor shall: 3.1 Use the Data Sharing Services solely to fulfill its contractual obligations to the PublicBody.Contractor shall refrain from using the Data Sharing Services for any purposeexceptthoseauthorizedbyPublicBodyinrelationtotheperformanceofitsofficialduties; 3.2 Not copy,reuse,republish.or otherwise distribute the Data Sharing Services or anymodifiedoraltered.‘versions of it,whetherover the Internet or otherwise,and whetherornotforpayment,without the express written.permission of County; 3.3 Be bound by and comply with all future standards and guidelines implemented by CountyregardingtheuseofDataSharingServices; 3.4 Immediately notify the Public Body if Contractor Employees are no longer employed bytheContractor,if Contractor no longer requires access to the Data Sharing Services,ifthereisunauthorizeddisclosureoruseoftheDataSharingServices,or if any ContractorEmployeesviolatethetermsofthisContractorAgreementoramendmentsthereto; LT.SERVICES AGREEEMENT-EXHIBIT XI,ATTACHMENT A Page 2 MR21-258 ATTACHMENTA TO EXHIBIT XIL I.T.SERVICES AGREEMENT DATA SHARING . 3.5 Comply ‘with any terms contairied in any license agreements,service agreements, acceptable use policies,and similar terms of service that County must “pass through”to Contractor in order to provide Contractor with the Data Sharing Services.County will provide Contractor with a copy of any license agreements,service agreements,acceptable use policies,andsimilartermsofservice that Cennity must*‘pass through”to Contractor, if requested by Contractor; 3.6 Cease using,delete,and.remove ‘any andall Data Sharing Services or copies thereof, regardless of their form or method of storage,upon the earliest of any one of the following events: 3.6.1 Completion or feinilnatiin of Contractor’s consulting,contracting or subcontracting relationship with Public Body; 3.6.2 The completion of Contractor’s assigned tasks or duties for Public Body that involved the Data Sharing Services; 3.6.3 Public Body notifying Contractor that Public Body no longer has an agreement with the County to use or have access to Data Sharing Services;or 3.6.4 Upon termination of this Contractor Agreementfor any reason. 4.Ownership of Data Sharing Services:The Data Sharing Services,including but not limited to text,data,photographs,maps,images,graphics,audio and video clips,trademarks,logos and service marks(collectively the “Content”)are owned.by the Countyorlicensed to the County by parties who own the Content.The Content is protected by copyright,trademark, and otherintellectual property law.Contractor will cooperate promptly with any reasonable request by the County in any investigation of possible infringement of any applicable copyright or other proprietary right related to Contractor’s use ofData Sharing Services. 5.Disclaimer of Warranty and Liability: 5.1 COUNTY PROVIDES THE DATA SHARING SERVICES ON AN “AS IS”AND “ASAVAILABLE”BASIS.COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS OR IMPLIED,INCLUDING,BUT NOT LIMITED TO,ANYWARRANTIESOFACCURACY,..RELIABILITY,NON-INFRINGEMENT,MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,NON-INFRINGEMENT,OR ANY OTHER WARRANTY,CONDITION,GUARANTEE ORREPRESENTATION,WHETHER ORAL,IN WRITING,OR IN ELECTRONIC FORM,INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OFANYINFORMATIONCONTAINEDTHEREINORPROVIDEDBYTHESERVICE.COUNTY DOES NOT REPRESENT THAT ACCESS TO THE DATA SHARINGSERVICESWILLBEUNINTERRUPTEDORTHATTHEREWILLBENOFAILURES,ERRORS OR OMISSIONS,OR LOSS OF TRANSMITTEDINFORMATION.. aIT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A Page 36/17/2021 MR21-258 10. 11. 12. 6/17/2021 ATTACHMENTATOEXHIBITXII —I.T.SERVICES AGREEMENTDATASHARING 5.2 USE OF THE DATA SHARING SERVICES IS AT CONTRACTOR’S OWN RISK. COUNTY WILL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS CONTAINEDIN THE SERVICE. 5.3 IN NO EVENT WILL THE COUNTY BE LIABLE FOR ANY SPECIAL,INDIRECT,CONSEQUENTIAL DAMAGES,OR ANY DAMAGES WHATSOEVER RESULTINGFROMLOSSOFUSE,DATA,OR PROFITS,WHETHER IN AN ACTION INCONTRACT,NEGLIGENCE OR OTHERTORTIOUS ACTION,ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATA SHARING SERVICES. Maintenance or Modification:County may,without notice,perform maintenance on,ormodifytheDataSharingServicesatanytime.County may,without notice,restrict or denyContractor’s.access to the Data Sharing Deri during any maintenance or modification. Compliance with Laws:Contractor shall ee with all federal,state,and local statutes,ordinances,regulations,and administrative rules and aecgensonetits applicable to its activitiesperformedunderthisContractorAgreement, Auditing:County may conduct scheduled anid unscheduled audits of scans to ensure theintegrityoftheDataSharingServicesandCounty’s compliance with Federal,State and local laws and macy standards. Delegation or Assignment:Contractor shall not delegate or sealer any obligation orrightunderthisContractorAgreement. Indemnification:Contractor shall indem ni,defend,and hold the Countyharmless from allClaims,incurred byorasserted against the County by any person orentity,which are allegedtohavebeencatiseddirectlyorindirectlyfromtheactsoromissionsofContractororContractor’s Employees.The County’s right to indemnification is in excess and above anyinsurancetights/policies required by this Contractor Agreement. Contractor Provided Insurance:At all times duriing this Contr:actor Agreement,Contractorshallobtainandmaintaininsuranceaccording1totherequirementslistedinAppendixA. Term:This Contractor Agreement shall be effective when executed by all Parties,and shallremainineffect.until the earliest of any one of the following events: 12.1 Contractor completes or terminates its consulting,contracting or subcontractingrelationshipwithPublicBody; 12.2 Public Body notifying Contractor ‘that Public Body no longerhas an agteement with theCountytousé.or have access to Data Sharing Services; LT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT & tee 4. MR.21-258 ATTACHMENT A TO EXHIBIT XII ~ I.T.SERVICES AGREEMENT DATA SHARING 12.3 Five (5)years after the effective date of this Contractor Agreement;or 12.4 Otherwise terminated as set forth in this Contractor Agreement. 13.Termination: 13.1 By County:County may terminate this’Conitmactae Agreement immediately and without advance notice for any reason,including\convenience,Notice to Contractor terminating this Contractor Agreement by County shall be in writing and shall be personally delivered, sent by express'delivery service,certified mail,or first-class U.S.mail,postage prepaid, and addressed to the person and address listed below for Contractor.Contractor may change the person and/or address that notice shall be given to by providing the name of the new person and/or address to the County in writing.© 13.2 By Contractor:Contractor may terminate this Contractor Agreement at any time and for any reason,including convenience,upon sending written notice to County.The effective date oftermination shall be seven business days aftersending the notice,or a later date if clearly stated in the written notice.- 14.Notices:Notices given underthis Contractor Agreement shall be in writing and ‘shall be 15. 16. 6/17/2021 personally delivered,sent by express delivery service,certified mail,orfirst-class U.S.mail postage prepaid,and addressed to the person’listed below.Notice will be deemed given on the date when one of the following first occur:(i)the date of actual receipt;(ii)the next business day when notice is sent express delivery service or personal delivery;or(iii)three days after mailing first class or certified U.S.mail.—. 14.1 If Notice is sent to County,it shall be addressed and sent to:Director,Oakland County Department of Information Technology;1200 North Telegraph Road,Pontiac, Michigan,48341,and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road,Pontiac,Michigan 48341. 14.2 If Notice is sent to Contractor,it shall be addressed to the person and address listed below for Contractor. 14,3 Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. Cumulative Remedies:A Party’s exercise of any remedy shall not preclude the exercise of any other remedies,all of which shall be cumulative.A Party shall have the right,in its sole discretion,to determine which remedies areto be exercised and in which order. Governing Law/Consent to Jurisdiction and Venie:This Contractor Agreement shall begoverned,interpreted,and enforced by the lawsof the State of Michigan.Any action broughttoenforce,interpret,or decide any claim arising underor related to this Contractor AgreementshallbebroughtintheSixthJudicialCircuitCourtoftheStateofMichigan,the 50th District eensmii———————————_—_——___ I.T,SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A Page 55 MR 21-258 17 18. 19. 20. 21. ATTACHMENTA TO EXHIBIT XII . I.T.SERVICES AGREEMENT ‘DATA SHARING Court of the State of Michigan,or a 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. .Modifications or Amendments:Any modifications,amendments,rescissions,waivers,or releases to this Contractor Agreement must bein wr ie and agreed to by all Parties. Inter pretation of Agreement:The language of this Contractor Agreementshall be construed as a whole accordingtoits fair meaning,and not construed strictly for or against any Party. Waiver:Waiverof any term or condition under this Contract must be in writing and notice given pursuant to this Contract.No written waiver,in one or more instances,shall be deemed or construed as.a continuing waiver of any term or condition of this Contract.No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. Severability:If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid,then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force andeffect.Notwithstanding the above, if Contactor’s promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximumitis permitted to pay by law toward the payment and satisfaction of ae Claims against the County. Entire Agreement:This Contractor Agreement representsthe entire agreement between the Parties and supersedes any and all other communications,prior,contemporaneous or subsequent. The Parties have.taken all actions and secured all ‘approvals necessary to authorize and complete this Contractor Agreement.The persons signing this Contractor Agreement on behalf of each Party have legal authority to sign this Contractor Agreeaientand bind the Parties to the terms and conditions contained herein. FOR COUNTY:en Executed by:Ls,:Date: Title:oe FOR CONTRACTOR: (Signature of Contractor’s Authorized Representative) (Printed name) 6/17/2021 1.T.SERVICES AGREEEM ENT-EXHIBIT XII,ATTACHMENT A ~Page 6 ATTACHMENT A TO EXHIBIT XII | I.T.SERVICES AGREEMENT DATA SHARING (Title) (Address) Date: (Address continued)| ain LT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A Page 7:,MR 21-258 6/17/2021 Bing ATTACHMENTATOEXHIBITXlI.T.SERVICES AGREEMENTDATASHARING APPENDIX A CONTRACTOR INSURANCE REQUIREMENTS During this Contractor Agreement,the Contractor shall provide and ‘maintain,at their own expense,all insurance as set forth and marked below,protecting the County against any Claims. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercia]General Liability Occurrence Form including:(a)Premises and Operations;(b) Products and Completed Operations (including On and Off Premises.Coverage);(c)Personal and Advertising Injury;(d)Broad Form Property Damage;(e)Independent Contractors;(f)Broad Form Contractual including coverage for obligations assumed in this Contractor Agreement; $1,000,000.—Each Occurrence Limit $1,000,000 —Personal &Advertising Injury $2,000,000 —Products &Completed Operations Aggregate Litait $2,000,000 —General Aggregate Limit $100,000 —Damage'to Premises Rented:to You(formally known as Fire Legal Liability) Workers’Compensation Insurance withlimits statutorily required by anyapplicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident,$500,000 disease each employee,and $500,000 disease ey limit.Contractor must also satisfy one of the following: 1.Fully Insured or State approved self-insurer;or. 2.Sole Proprietors-must submit a signed Sole Pugpeicies form;or 3.Exemptentities,Partnerships,LLC,etc.;must submit a State.of Michigan form WC-337 Certificate of Exemption. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned,hired,or non-owned automobile with a combined single limit of $1,000,000 each accident.This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Contractor Agreement. Commercial Umbrella/Excess Liability Insurance with viteidontnen limits of $2,000,000 each occurrence,Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader.This Umbrella/Excess requirement may be met by increasing theprimaryCommercialGeneralLiabilitylimitstomeetthecombinedlimitrequirement. [.T.SERVICES AGREEEMENT-EXHIBITXII,ATTACHMENTA Page 8MR21-258 6/17/2021 a MR 21-258 ATTACHMENT A.TO EXHIBIT XIII.T.SERVICES AGREEMENTDATASHARING Supplemental Coverages Required: 1.Professional Liability/Errors &Omissions Insurance (Consultants,T echnology Vendors, Architects,Engineers,Real Estate Agents,Insurance Agents,Attorneys,ete.)with minimum limits of $1,000,000 per claim and $1,000,000 aggregate;and 2.Cyber Liability Insurance with minimum limits of $1,000,000 perclaim and $1,000,000 aggregate.7 SSS I,T.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A Page 96/17/2021 . ATTACHMENTA » TOEXHIBITXU I.T.SERVICES AGREEMENT DATA SHARING General Insurance Conditions The aforementioned insurance shall be endorsed,as applicable,and shall contain the following terms,conditions,and/or endorsements.Al!certificates of insurance shall provide evidence of compliance with all required terms,conditions and/or endorsements.. 1.All policies of insurance shall be on a primary,non-contributory basis with any other insurance orself-insurance carried by the County; 2.The insurance company(s)issuing the policy(s)shall have no recourse-against the County for subrogation (policy endorsed written waiver),premiums,deductibles,or'assessments under any form.All policies shall be endorsed to provide a written waiver of subrogation in favor of the County;: 3.Any and all deductibles or self-insured retentions shall be assumed by and beat the sole risk of the Contractor;. 4.Contractors shall be responsible for their own property insurance forall equipment and personal property used and/or stored on.County property; 5.The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coveragesshall be endorsed to name the County of Oakland andit officers,directors,employees,appointees and commissioners as additional insured where permitted by law and policy form; 6.The Contractor shall require its contractors or sub-contractors,not protected underthe Contractor’s insurance policies,to procure and maintain insurance with coverages,limits, provisions,and/or-clauses equal to those required in this Contract; 7.Certificates of insurance must be providedno less than ten (10)Business Days prior to the County’s execution of the Contractor Agreement and must bear evidence ofall required terms,conditions and endorsements;and , 8.All insurance carriers must be licensed and approved to do business in the State of Michigan and shal]have and maintain a minimum A.M.Best’s rating of A-unless otherwiseapproved bythe County Risk Management Department.- el IT.SERVICES AGREEEMENT-EXHIBIT XI,ATTACHMENT A Page10MR21-258 6/17/2021 vey February 2, 2023 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 June 17, 2021, the Board of Commissioners for Oakland County entered into an agreement per MR #21258 – Information Technology – Modifications to the Comprehensive I.T. Services Interlocal Agreements. As required by Urban Cooperation Act 7 of 19 67 - MCL 124.510(4), a copy of the signed agreement with the County of Oakland and the City of Clarkston, 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, CERA Director of Elections Cc: Donna Dyer, Corporation Counsel, Oakland County Erika Munoz-Flores, Corporation Counsel, Oakland County Sharon Cullen, Corporation Counsel, Oakland County Kim McCabe, IT Project Specialist, Oakland County Jennifer Speagle, Clerk, City of Clarkston Enclosures