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HomeMy WebLinkAboutInterlocal Agreements - 2021.06.17 - 37873 February 16, 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 1967 - MCL 124.510(4), a copy of the signed agreement and Addendum A with the County of Oakland and the City of Rochester Hills, 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 Kim McCabe, IT Project Specialist, Oakland County Kristine Powers, IT Supervisor, Oakland County Leanne Scott, Clerk, City of Rochester Hills Enclosures RochesterHills 1000 RochesterHills Dr RochesterHills,MI 48309 i os .oS (248)656-4600 ade)a an.‘cr 'Home Page: Hl iE Certified Gop y www.rochesterhills.org MICHIGAN Purchase:»RES0265-2022 File Number:2022-0437 .;-Enactment Number:RES0265-2022 Requestfor Approval of Agreement and Purchase Authorization -MIS/FIRE:Approval of Interlocal Services Agreementfor IT Services between the City of RochesterHills and Oakland County for Oakland County Fire Records Management System (FRMS),Law Enforcement Management Information System (CLEMIS),and GIS Services (ArcGIS,Data Sharing,and Pictometry); Contract/Blanket Purchase Order for Oakland County Fire Records Management System (FRMS),Law Enforcement Management Information System (CLEMIS)in the amount not-to-exceed of $190,000.00 for a five (5)year term;Oakland County,Pontiac,MI Resolved,that the Rochester Hills City Council hereby waives Section 2-273(b),the requirements for long term contracts,under Section2-281,which allows City Council the authority to waive any regulation or procedure pertaining to purchasing,deeming it to be in the bestinterest of the:City. Further Resolved,that the Rochester Hills City Council hereby approves the Interlocal Services Agreementfor IT Services between the City of Rochester Hills and Oakland.County for Oakland County Fire Records Management System (FRMS),Law Enforcement Management inferno System (CLEMIS),and.GIS Services (ArcGIS,Data Sharing,and Pictometry); Further Resolved,that the RochesterHills City Council authorizes’a contract/blanket purchase order to Oakland County for Oakland County Fire Records Management System (FRMS),Law Enforcement ManagementInformation System (CLEMIS)in the amount not-to-exceed of $190,000.00 for a five (5)year term and authorizes the Mayor to execute the agreement on behalf of the City.‘ |,Leanne Scott, City Clerk,certify that this is a true copy of RES0265-2022 passed at the Rochester Hills City Council Regular Meeting held on 10/10/2022 by the following vote: Moved by Dale A.Hetrick,Seconded by Theresa Mungioli Aye:6 —Blair,Deel,Hetrick,Morlan,Mungioli and Walker Absent:1 -Bowyer Peta iC ne November 2,2022 Leanne Scott,MMC,City Clerk ._Date Certified RochesterHills .Page1—Printed on 11/2/2022 4 AGREEMENTFOR LT.SERVICES BETWEENOAKLANDCOUNTYANDCITYOFROCHESTERHILLS This Agreement (the "Agreement")is made between Oakland County,a Municipal and Constitutional Corporation,1200 North Telegraph Road,Pontiac,Michigan 48341 ("County"),and the City of Rochester Hills ("Public Body")1000 Rochester Hills Dr.,Rochester Hills,MI 48309.County and Public Body may also be referred to jointly .as "Parties". PURPOSE OF AGREEMENT.County and Public Body enterinto this Agreement for the purpose ofprovidingInformationTechnologyServices("I.T.Services")for Public Body pursuant to Michigan law. In consideration of the mutual promises,obligations,representations,and assurances in this Agreement,the Parties agree to the following:boa 1.DEFINITIONS.The following words and expressions used throughout this Agreement,whetherusedinthesingularorplural,shall be defined,read,and interpreted as follows. 1.1. dads 1.3. 1.4. MR 21258 Agreement meansthe terms andconditions of thisAgreement and any other mutuallyagreedtowrittenandexecutedmodification,amendment,Exhibit and attachment. Claims mean any alleged losses,claims,complaints,demandsfor relief or damages,lawsuits,causes of action,proceedings,judgments,deficiencies,liabilities,penalties, litigation,costs,and expenses,including,but not limited to,reimbursementfor reasonableattorneyfees,witness fees,court costs,investigation expenses,litigation expenses,amountspaidinsettlement,and/or other amountsorliabilities of any kind which are incurred by orassertedagainstCountyorPublicBody,or for which County or Public Body may becomelegallyand/or contractually obligated to pay or defend against,whetherdirect,indirect orconsequential,whether based upon any alleged violation of the federal or the stateconstitution,any federalor state statute,rule,regulation,or any alleged violation of federalorstatecommonlaw,whether any suchclaims are brought in law orequity,tort,contract,or otherwise,and/or whether commenced or threatened. ~Confidential Information”meansall information and data that the County is required orpermittedbylawtokeepconfidentialincludingrecordsofCounty’security measures,including security plans,security codes and combinations,passwords,keys,and securityprocedures,to the extentthat the recordsrelate to ongoingsecurity of the County as well asrecordsorinformationtoprotectthesecurityorsafetyofpersonsorproperty,whether publicorprivate,including,butnotlimited to,building,public works,and public water supplydesignsrelatingtoongoingsecuritymeasures,capabilities and plans for responding to aviolationoftheMichigananti-terrorisms act,emergency response plans,risk planningdocuments,threat assessments and domestic preparedness strategies. County means Oakland County,a Municipal and Constitutional Corporation,including,but notlimited to,all of its departments,divisions,the County Board of Commissioners,elected and appointed officials,directors,board members,council members, commissioners,authorities,committees,employees,agents,volunteers,and/or any suchpersons’successors. Page lof12 | LT.SERVICES-IN’TERLOCAL AGREEMENT 6/17/2021 Los 1.6. Lats 1.8. 1.9. MR 21258 Day means any calendar day beginning at 12:00 am.and ending at 11:59 p.m. Public Body means the City of Rochester Hills which is an entity created by state or local authority or which is primarily funded by or through state or local authority,including,but not limited to,its council,its Board,its departments,its divisions,elected and appointed officials,directors,board members,council members,commissioners,authorities, committees,employees,agents,subcontractors,attorneys,volunteers,and/or any such persons’successors.For purposes of this Agreement,Public Body includes any Michigan court,when acting in concert with its funding unit,to obtain I.T.Services. 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 (whether such persons actor acted in their personal,representative or official capacities),and/or any persons acting by,through, under,or in concert with any of the above who have accessto the I.T.Services provided under this Agreement."Public Body Employee"shall also include any person who was a Public Body Employeeat any time during the term of this Agreement but,for any reason, is no longer employed,appointed,or elected in that capacity. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T.Services means the following individual LT.Services provided °y County’s Department of Information Technology,if applicable:' 15.1,Online Payments mean the 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 meansthe ability to accept payment of monies owedtoPublicBodyinitiatedviaacreditcardreaderattachedtoanon-premise computerwithaccesstoawebsitemaintained‘by County using a credit card or a debit card thatfunctionsasacreditcard. 1.9.3.Pay Local Taxes means the ability to accept payment of local property taxes owed to Public Body initiated via a website maintained by County using a credit card,a debit card that functions as a credit card;or an electronic debit ofa checking account.(DoesnotapplytoPublicBodiesoutsideofOaklandCounty). 1.9.4.Jury Management System means a subscription based software that facilitates theselectionandcommunicationwithpotentialandselectedindividualswhomayserveasjurors. 1.9.5.Collaborative Asset Management System (“CAMS”)means providing for the collaborative use of information related to public assets,such as water,sanitarysewer,and/or storm sewerinfrastructure,that is managed by various governmentalentitiesparticipatingintheCAMS‘within the County of Oakland in orderto promote the effective maintenance and care of these assets. 1.9.6.Data Center Use &Services means providing space for Public Body’sequipmentinCounty’s Data ene and access to electrical power and backuppower. Page2of12 . LI.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 1.10. helt Le MR 21258 1.9.7. 1.9.8, 1.9.9. 1.9.10, 19.11 19,12. 1.9.13. Remedial Support Services means providing Public Bodyassistance with diagnosis and configuration of Public Body owned system components. Oaknet Connectivity means use of:communication lines and network equipment maintained by County for the transmission of digital information whetherleased or owned by County.’ Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body'sape Noptions,whether at County or at Public Body (hosting),is not included. CLEMIS means the Court and Law:Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications)operated and maintained by the CLEMIS Division of County. ArcGIS Online means the ability-to access a web based,collaborative Geographic Information System (GIS)that allows users having an ArcGIS Online (AGO)Named User accountto create and share maps,applications (apps),layers,analytics,and data in Environmental Systems Research Institute,Inc.’s (“ESRI”)secure cloud. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and data owned and maintained by the County on orin relation to its Geographic Information System (GIS). Pictometry Licensed Products means the ability to use a Geographic Information .System (GIS)solution that allows authorized users to access Pictometry-hosted high- 1.9.14. resolution,orthogonal and oblique imagery.. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. Service Center meansthe location of technical support and information provided by County's Department of Information Technology.— Exhibits mean the following descriptions of LT.Services which are governed by this Agreementonly ifthey are attached to this Agreement and selected below or added at a later date by a formal amendmentto this Agreement: Exhibit Online Payments ; Exhibit II:.Over The Counter Payments ~ Exhibit WI:Pay Local Taxes,. Exhibit IV:Jury Management System . Exhibit V:Collaborative Asset Management System (CAMS) Exhibit VI:Remedial Support Services Exhibit VI:Data Center Use and Services X Exhibit VOI: Oaknet Connectivity X Exhibit IX:.Internet Service _ X ExhibitX:CLEMIS X Exhibit XI:ArcGIS Online Page 3 of 12 . LT.SERVICES-INTERLOCAL AGREEMENT 6/17/2021 xX Exhibit XI:Data Sharing X Exhibit XIII:Pictometry Licensed Products Exhibit XIV:Security Best Practice Advice . 2.COUNTY RESPONSIBILITIES. 2dw Dabs 2d 2.4, Dens MR 21258 County,through its Department of Information Technology,shall provide the I.T.Services selected above which are attached and incorporated into this Agreement. County shall supportthe IT.Services as follows: 2.2.1.Access.County will provide secure access to LT.Services for use on hardware provided by Public Body as part of its own computer system or as otherwise provided in an Exhibit to this Agreement. 2.2.2.Maintenance and Availability.County will provide maintenance to its computer system to ensurethat the LT.Services are functional,operational,and work for intended purposes.Such maintenahce'to County’s system will include "bug"fixes, patches,and upgrades,such as software,hardware,database and network upgrades. The impact of patches and/or upgrades to the applications will be thoroughly evaluated by County and communicated to Public Body through their Points of Contactprior to implementation in Public Body’s production environment.County will reserve scheduled maintenance windowsto perform these work activities.These maintenance windowswill be outlined specifically for each application in the attached Exhibits. 2.2.2.1._Ifchanges to scheditied maintenahce windowsor if additional maintenance times are required,County will give as much lead time as possible. 2.2.2.2.During maintenance windows,access to the application may be restricted by County without specific prior notification. 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.County will notify the Points of Contactaboutsuchinterruptionswithasmuchleadtimeaspossible. Backup and Disaster Recovery. 2.4.1.County will perform periodic backups of I.T.Services hosted on County’scomputersystem.Copies of scheduled|backups will be placed offsite for disasterrecoverypurposes. 2.4.2.County will maintain a disaster recovery process that will be used to recoverapplicationsduringadisasterorfailureofCounty’s computer system. Auditing.County may conduct scheduled and unscheduled audits or scans to ensure theintegrityofCounty’s data and County’s compliance with Federal,State and local laws andindustrystandards,including,but not limited to,the Health Insurance Portability andAccountabilityAct(HIPAA)and ai Card Industry Data Security Standard (PCIDSS.) Page 4 of 12 . LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 2.65 24 20s Phe 2.5.1.In orderto limit possibility of data theft and scope of audit requirements,County will not store credit card account numbers.County is only responsible forcredit card data only duringthe timeof transmission to paymentprocessor. Training and Information Resources.County may provide training on use of the LT.Services on an as-neededbasis oras set forth-in an Exhibit to this Agreement. Service Center.IT.Service incidents requiring assistance must be reported to the Service Center,by the Points of Contact,to the phone number,e-mail or website provided below.The Service Center is staffed to provide support during County’s normalbusiness hours of8:30 a.m.to 5:00 p.m.,EST,Monday through Friday,excluding holidays.The ServiceCentercanreceivecallstoreportI.T.Service outages 24 hours a day,7 days a week.Outages are defined as unexpected service downtime or error messages.Depending onseverity,outage reports received outside of County’s normal business hours may not berespondedtountiltheresumptionofCounty’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 may access,use and disclose transaction information and any content to comply withthelawsuchasasubpoena,Court Order or Freedom of Information Act request.CountyshallfirstreferallsuchrequestsforinformationtoPublicBody’s Points of Contact for theirresponsewithintherequiredtimeframe.County shall provide assistance for the response ifrequestedbythePublicBody's Points of Contact,and if able to access the requested information.County shall not distribute Public Body’s data to otherentities for reasonsotherthaninresponsetolegalprocess. LT.service providers require County to pass through to Public Body certain terms andconditionscontainedinlicenseagreements,service agreements,acceptable use policies andsimilartermsofservice,in order to provide I.T.Services to Public Body.The County willprovidePublicBodywithaccessto'these terms and conditions.County will provide noticewhenitbecomesawareofchangestothetermsandconditionsoftheseagreementsthatareapplicabletoPublicBody. 3.PUBLIC BODY RESPONSIBILITIES.| Duly 3.2. 3.3. MR 21258 Public Body shall immediately notify County of any unauthorized use of the I.T.ServicesandanybreachofsecurityoftheIT.Services.Public Body shall cooperate with County inallinvestigationsinvolvingthepotentialmisuseofCounty’s computer system or data. Public Body is the ownerofall 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.PublicBodyisresponsibleforensuringtheaccuracyandcurrencyofdatacontainedwithinitsapplications. Public Body shall follow County’s LT.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 changesto these minimum standards that Countymayreasonablyupdatefromtimetotime. Page 5 of 12 _LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 3.4. 3.9. 3.6. Sal. MR 21258 Public Body shall not interfere with or disrupt the LT.Services provided herein or networks connected with the I.T.Services. Public Body requires that each Public Body Employee with access to LT.Services shall: 3.5.1.Utilize an antivirus software package/system on their equipment and keep same updated in a reasonable manner. 3.5.2.Have a unique User ID and password that will be removed upon termination of Public Body Employee’s employmentor association with Public Body. 3.5.3.Maintain the most reasonably current operating system patcheson all equipment accessingthe I.T.Services.' If authorized by:County,Public Body may extend LT.Services to otherentities which are created by or primarily funded by state or local authority.If County authorizes Public Body to provide access to any I.T.Services to other entities,Public Body shall require those entities to agree to utilize an antivirus software package/system on computers accessing the IT.Services and to assign users of the J.T.Services a unique User ID and passwordthatwill be terminated when a user is no longer associatedwith the entity.Public Body must require an entity receiving I.T.Services underthis Section,to agree in writing to comply with the terms and conditions of this Agreement and to provide County with a copy of this writing. For each I.T.Service covered by anExhibit 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.Ifrequired by County,attend training classes provided by County either online or at County’s Information Technology Buildingin Waterford,Michigan or other suitable location determined by County. 3.7.5.Providing initial support servicesto Public Bodyusers priorto logging a Service Center incident with County. 3.7.6.Requesting security changes and technical support from the Service Center. 3.7.7.Testing Applications in conjunction with County,at the times and locations mutually agreed upon by County and Public Body. 3.7.8.To report a service incident tothe Service Center,one of Public Body’s Points of Contact shall provide the following information: 3.7.8.1.Contact Name 3.7.8.2.Telephone Number 3.7.8.3.Email Address 3.7.8.4.Public Body Name’ 3.7.8.5.Application and,if possible,the specific module with which the incident is associated. Page 6 of 12 LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 Jn8s Bu. 3.10. 3.7.8.6.Exact nature of the problem or function including any error message that appeared on the computer screen. 3.7.8.7.Any action the Points of Contact or user has taken to resolve the matter. Public Body maytrackthestatus of the incident by calling the Service Center and providing the Incident Number. Public Body shall respond to Freedom of.Information Act Requests relating to Public Body’s data. I.T.service providers require County to pass through to Public Body certain terms and conditionscontained in license agreements,service agreements,acceptable use policies and similar terms of service,in order to provide I.T.Services to Public Body.Public Body agrees to comply with these terms and conditions.Public Body may follow the termination provisions of this Agreementif it determines that it cannot comply with any of the terms and conditions. 4.DURATION OF INTERLOCAL AGREEMENT. 4.1. 4.2. 4,3. This Agreement and any amendmentsshall be effective when executed by both Parties with resolutions passed by the governing bodies of each Party exceptas otherwise specified below. The approval and terms of this Agreementand any amendments,except as specified below, shall be entered in the official minutes of the governing bodies of each Party.An executed copy of this Agreement and any amendments shall be filed by the County Clerk with the Secretary of State.If Public Body is a Court,a signature from the Chief Judge of the Court shall evidence approval by the Public Body;providinga resolution and minutes does not apply.If the Public Bodyis the State of eee,approval and signature shall be as provided by law.' Notwithstanding Section 4.1,the Chairperson of the Oakland County Board of Commissionersis authorized to sign amendments to the Agreements to add Exhibits that were previously approved by the Board of Commissioners but are requested by Public Body after the execution of the Agreement.An amendmentsigned by the Board Chairperson under this Section must be sent to the Election Division in the County Clerk’s Office to be filed with the Agreementonceit is signed by both Parties. Unless extended by an Amendment;this Agreement shall remain in effect for five (5)years from the date the Agreement is completely executed by all Parties or until cancelled or terminated by any ofthe Parties pursuantto the terms of the Agreement. 5.PAYMENTS. 5.1. DLs 5.3. MR 21258 LT.Services shall be provided to Public Body at the rates specified in the Exhibits,if applicable. Possible Additional Services and Costs.If County is legally obligated for any reason,e.g.subpoena,Court Order,or Freedom of Information Request,to search for,identify,produceortestifyregardingPublicBody’s data or information thatis electronically stored by CountyrelatingtoIT.Services the Public Bodyreceives underthis Agreement,then Public BodyshallreimburseCountyforallreasonablecoststheCountyincursinsearchingfor,identifying,producing ortestifying regarding such data or information.County may waivethisrequirementinitssolediscretion. County shall provide Public Body with a detailed invoice/explanation of County’s costs forI.T.Services provided herein and/or a statement describing any amounts owed to County. Page 7 of 2 .- LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 5.4. 5.5. 5.6. Public Body shall pay the full amount shown on any such invoice within sixty (60)calendar days after the date shown on any such invoice.Paymentshall be sent along with a copy of the invoice to:Oakland County Treasurer —Cash Acetg,Bldg 12 E,1200 N.Telegraph Road, Pontiac,MI 48341. If Public Body,for any reason,fails to pay.County:any monies when and as due underthis Agreement,Public Body agrees that unless expressly prohibited by law,County or the Oakland County Treasurer,at their sole option,shall be entitled to set off from any other Public Body funds that are in County's possession for any reason,including but notlimited to,the Oakland County Delinquent Tax Revolving Fund ("DTRF"),if applicable.Any setoff or retention of funds by County shall be deemed a voluntary assignmentofthe amount by Public Body to County.Public Body waives any Claims against County or its Officials for any acts related specifically to County's offsetting or retaining of such amounts. This paragraph shall not limit Public Body's legal right to dispute whether the underlying amountretained by County was actually due and owing under this Agreement. If County chooses notto exercise its right to setoffor 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. Nothing in this Section shall operate to limit County’s right to pursue or exercise any otherlegalrightsorremediesunderthisAgreementoratlawagainstPublicBodytosecurepaymentofamountsdueCountyunderthisAgreement.The remedies in this Section shall beavailabletoCountyonanongoingandsuccessivebasisifPublicBodyatanytimebecomesdelinquentinitspayment.Notwithstanding any other term andcondition 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 21258 Each Party shall be responsible for any Claims made against that Party by a third party,andfortheactsofitsemployeesarisingunderorrelatedtothisAgreement. Except as provided for in Section 5.6,in any Claim that may arise from the performance ofthisAgreement,each Party shall seek its own legal representation and bear the costsassociatedwithsuchrepresentation,including judgments and attorneyfees. Except as otherwise provided for in this Agreement,neither Party shall have any right underthisAgreementorunderanyotherlegalprincipletobeindemnifiedorreimbursedbythe other Party or anyof its agents in connection with any Claim. Public Body shall be solely responsible for all costs,fines and fees associated with anymisusebyitsPublicBodyEmployeesoftheLT.Services provided herein. This Agreement does not,and is not intendéd to,impair,divest,delegate or contravene anyconstitutional,statutory,and/or other legalright,privilege,power,obligation,duty,orimmunityoftheParties.Nothingin this pean shall be construed as a waiver ofgovernmentalimmunityforeitherParty. The Parties have taken all actions and secured all approvals necessary to authorize andcompletethisAgreement.The personssigning this Agreement on behalf of each Party Page 8 of 12 LT.SERVICES -INTERLOCAL AGREEMENT 6/17/2021 Te 10. have legal authority to sign this Agreement and hind the Parties to the terms and conditions contained herein. 6.7.Each Partyshall comply withall federal,chat;and local ordinances,regulations, administrative rules,and requirements applicable to its activities performed underthis Agreement. USE OF CONFIDENTIAL INFORMATION 7.1.The Parties shall not reproduce,provide,disclose,or give access to Confidential Information to the County or to a Public Body Employee not having a legitimate need to know the Confidential Information,or to any third-party.County and Public Body Employees shall only use the Confidential Information for performanceof this Agreement.Notwithstanding the foregoing,the Parties may disclose the Confidential Information if required by law,statute,or other legal process provided that the Party required to disclose the information:(i)provides prompt written notice of the impending disclosure to the other Party,(ii)provides reasonable assistance in opposing or limiting the disclosure,and (iii)makes only such disclosure as is compelled or required.This Agreement imposes no obligation upon the Parties with respect to any Confidential Information which can establish by legally sufficient evidence:(i)was in possession of or was known bypriorto its receipt from the other Party,without any obligation to maintain its confidentiality;or.(ii)was obtained from 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 Paty 8shall return or destroy all of the disclosing Party’s Confidential Information. DISCLAIMER OR WARRANTIES. 8.1.TheI.T.Services are provided on an "as is"and "as available"basis.County expressly disclaims all warranties of any kind,whether express or implied,including,but not limited to,the implied warranties of merchantability,fitness for a particular purpose and non- infringement. 8.2.County makes no warranty that (i)the LT.Services will meet Public Body’s requirements; (11)the I.T.Services will be uninterrupted,timely,secure or error-free;nor (iii)the results that may be obtained by the I.T.Services will-be accurateor reliable. 8.3.Any material or data downloaded or otherwise obtained throughtheuse 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. LIMITATION OF LIABILITY.In no event shall either Party be liable to the other Party or any other person,for any consequential,incidental,direct,indirect,special,and punitive or other damages arising out of this Agreement. DISPUTE RESOLUTION.All disputes relating to the execution,interpretation,performance,or nonperformanceof this Agreement involvingor affecting the Parties mayfirst be submitted to County's Director of Information Technology and Public Body’s Agreement Administrator for possible resolution.County's Director of Information Technology and Public Body’s AgreementAdministratormaypromptlymeetandconferinanefforttoresolvesuchdispute.If they cannot resolve the dispute in five (5)business days,the dispute may be submitted to the signatories of this Page 9 of 12 LT.SERVICES -INTERLOCAL AGREEMENT MR21258 6/17/2021 11. 12. 13. 14. IS. 16. 17. 18. Agreementor their successors in office.The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute.. TERMINATION OR CANCELLATION OF AGREEMENT, 11.1.Either Party may terminate or cancel this entire Agreement or any one ofthe LT.ServicesdescribedintheattachedExhibits,upon one hundred twenty (120)days written notice,ifeitherPartydecided,in its sole discretion,to terminate this Agreement or one of the Exhibits,for any reason including convenience.. 11.2.Early termination fees may apply to Public Body if provided for in the Exhibits. 11.3.The effective date of termination and/or cancellation shall be clearly stated in the writtennotice.Either the County Executive or the Board of Commissioners is authorized toterminatethisAgreementforCountyunderthisprovision.A termination of one or more oftheExhibitswhichdoesnotconstituteaterminationoftheentireAgreementmaybeacceptedonbehalfofCountybyitsDirectorofInformationTechnology. SUSPENSION OF SERVICES.County,throughits Director of Information Technology,mayimmediatelysuspendI.T.Services for any of the following reasons:(i)requests by law enforcementorothergovernmentalagencies;(ii)engagement by Public Body in fraudulentor illegalactivitiesrelatingtotheLT.Services provided herein;(iii)breach of the terms and conditionsof thisAgreement;or (iv)unexpected technical orsecurity issues.The right to suspend LT.Services is inadditiontotherighttoterminateorcancelthisAgreementaccordingtotheprovisionsinSection!1.County shall not incur any penalty,expense orliability if I'T.Services are suspended underthis Section.Bag =a DELEGATION OR ASSIGNMENT.Neither Party shall delegate or assign any obligations orrightsunderthisAgreementwithoutthepriorwrittenconsentoftheotherParty. NO EMPLOYEE-EMPLOYER RELATIONSHIP.Nothingin this Agreementshall beconstruedascreatinganemployee-employer relationship between County and Public Body. NO THIRD-PARTY BENEFICIARIES.Except as provided forthe benefit of the Parties,thisAgreementdoesnotandisnotintendedtocreateany.obligation,duty,promise,contractual right orbenefit,right to indemnification,right to subrogation,and/or any other right in favor of any otherpersonorentity.vay NO IMPLIED WAIVER.Absent a written waiver,no act,failure,or delay by a Party to pursue orenforceanyrightsorremediesunderthisAgreementshallconstituteawaiverofthoserightswithregardtoanyexistingorsubsequentbreachofthisAgreement.No waiver of any term,condition,orprovisionofthisAgreement,whether by conductor otherwise,in one or more instances shall bedeemedorconstruedasacontinuingwaiverofanyterm,condition,or provision of this Agreement.No waiver by either Party shall subsequently affectits right to require strict performanceof thisAgreement.; SEVERABILITY.Ifa court of competentjurisdiction finds a term or condition of thisAgreementtobeillegalorinvalid,then the term or condition shall be deemed severed from thisAgreement.All other terms,conditions,and provisions of this Agreementshall remain in fullforce.oe PRECEDENCE OF DOCUMENTS.In the event of a conflict between the terms of andconditionsofanyofthedocumentsthatcomprisethisAgreement,the termsin the AgreementshallprevailandtakeprecedenceoveranyallegedlyconflictingtermsintheExhibitsorotherdocumentsthatcomprisethisAgreement..us ; Page 10 of 12: IT.SERVICES -INTERLOCAL AGREEMENT MR21258 =6/17/2021 19. 20. 21. 22. 23 CAPTIONS.The section and subsection numbers,captions,and any index to such sections andsubsectionscontainedinthisAgreementareintendedfortheconvenienceofthereaderandarenotintendedtohaveanysubstantivemeaning.The numbers,captions,and indexes shall not beinterpretedorbeconsideredaspartofthisAgreement.Anyuse of the singular orplural,anyreferencetogender,and any use of the nominative,objective or possessive case in this Agreementshallbedeemedtheappropriateplurality,gender or possession as the context requires. FORCE MAJEURE.Notwithstanding any other term or provision of this Agreement,neither PartyshallbeliabletotheotherforanyfailureofperformancehereunderifsuchfailureisduetoanycausebeyondthereasonablecontrolofthatPartyandthatPartycannotreasonablyaccommodateormitigatetheeffectsofanysuchcause.Such cause shall.include,without limitation,acts of God,fire,explosion,vandalism,national emergencies,insurrections,riots,wars,strikes,lockouts,workstoppages,other labordifficulties,or any law,order,regulation,direction,action,or request of theUnitedStatesgovernmentorofanyothergovernment.Reasonable notice shall be given to theaffectedPartyofanysuchevent., NOTICES.Notices given under this Agreementshall be in writing and shall be personallydelivered,sent by express delivery service,certified mail,orfirst class U.S.mail postage prepaid,and addressedto the person listed below.Notice will be deemed given on the date when one ofthefollowingfirstoccur:(i)the date of actual receipt;(ii)the next business day whennotice is sentexpressdeliveryserviceorpersonaldelivery;or(iii)three days after mailingfirst class orcertifiedU.S.mail.: 21.1.IfNotice is sent to County,it shall be addressed and sent to:Director,Oakland CountyDepartmentofInformationTechnology,1200 North Telegraph Road,Pontiac,Michigan,48341,and the Chairperson of the Oakland Courity Board of Commissioners,1200 NorthTelegraphRoad,Pontiac,Michigan 48341... 21.2.IfNotice is sent to Public Body,it shall be addressed to:Lisa Cummins,cumminsl@rochesterhills.org,1000 Rochester Hills Dr.,Rochester Hills,MI 48309. 21.3.Either Party may changethe individual to whom Notice is sent and/or the mailing addressbynotifyingtheotherPartyinwritingofthechange. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE.This Agreementshall begoverned,interpreted,and enforced by the laws of the State of Michigan.Except as otherwiserequiredbylaworcourtrule,any action brought to enforce,interpret,or decide any Claim arisingunderorrelatedtothisAgreementshallbebroughtinthe6thJudicialCircuitCourtoftheStateofMichigan,the 50th District Court of the State of Michigan,or the United States District Court for theEasternDistrictofMichigan,Southern Division,as.dictated by the applicable jurisdiction ofthecourt.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 thoseServices,this Agreement supersedesall otheroral or written agreements between theParties.:Ot 23.2.The languageof this Agreement shall be construed as a whole accordingto its fairmeaning,and not construedstrictly for or against any Party. Page 11 of 12 LT.SERVICES -INTERLOCAL AGREEMENT MR 21258 =6/17/2021 IN WITNESS WHEREOF,Bryan Barnett hereby acknowledges that he/she has been authorized by a resolution of the City of RochesterHills,a certified copy of which is attached,or by approval of the Chief Judgeif the Public Body is a.Caurt,to execute this Agreement on behalf of Public Body and hereby accepts and binds Public to the terms and conditions of this Agreement. DATE:(0 yvTU EXECUTED: Bryan Barnett Me o WITNESSED:(_‘WO DATE:v lk lad AGREEMENT | ADMINISTRATOR:__._.DATE:(IF APPLICABLE)| IN WITNESS WHEREOF,David T.Woodward,Chatpersat,Oakland County Board of Commissioners,hereby acknowledges that he has beeri authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement onbehalf of Oakland County,and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED:David T.Woodward (Fe David T.Woodward,Chairperson Oakland County Board of Commissioners 1,2023 14:36 EST)DATE:Feb 1,2023 WITNESSED:JoAnn Stringfellow Oakland County Board of (Srmmissionets County of Oakland (Feb 1,2023 14:51 EST)DATE:Feb 1,2023 Page 12 of 12° LT.SERVICES -INTERLOCAL AGREEMENT MR21258 =6/17/2021 EXHIBIT VILT.SERVICES AGREEMENTOAKNETCONNECTIVITY INTRODUCTION The IT.Service described in this Exhibit (OakNet Connectivity)will provide network transport services to government agencies for the purpose of accessing applications and ISP services provided by Oakland Coumry. 1.0 COUNTY RESPONSIBILITIES 1.1 l2 Lo 1.4 L3 1.6 County shall provide,install,and maintain the network equipment and cable necessary to deliver the LT.Service of OakNet Connectivity,which will allow Public Body to connect to the ‘County’s network (OakNet)at Public Body’s facilities and workstations.OakNet Connectivity permits Public Body to access J.T. Services that County has made available to Public Body. County shall provide Public Body with a private IP address range,subnet mask, and gateway address for use by Public Bodyiin configuringits internal network and to enable use ofthis IT.Service. County shall provide a single port by which Public Body may connectits internal network to OakNet County shall use reasonable rons to provide the I.T.Service for the transmission of information 24 hours a day,7 days.a week. County and authorized Vendors shall present identification to Public Body for physical access to the OakNet (onpectvity equipment for emergency service and scheduled maintenance. To the extent practicable,County shall notify Public Body sixty (60)days in advance of pending changes in its contract with its third party connection provider(s).If the County’s connection provider(s)is increasing costs,County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T.Service. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Dude 23 2.4 Lind MR 21258 Public Body shall provide ddequate space and electrical power for the County to place equipment,an equipment cabinet,and cable. Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance.: Public Body shall not mount any eoninment in the County’s equipment cabinet. Public Body shall be responsible for configuring and maintaining Public Body’sinternalnetworkequipmentandcabling.Internal network equipmentshall includecablesconnectingPublicBodyandCountyequipment. Public Body shall configure Public Body workstations and other equipment tooperateproperlyontheinternalnetwork,including assignment/configuration of the LT.SERVICES AGREEMENT —EXHIBIT VII Page I - 6/17/2021 3.0 4.0 5.0 EXHIBIT VOL LT.SERVICES AGREEMENTOAKNETCONNECTIVITY local IP addresses,Network Address Translation (NAT),or Domain Name Services (DNS)andas required to access this I.T.Service. 2.6 If Public Body terminates this I.T.Service,Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body.’: 2.7 Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable,when any of these changesare initiated by or at the request of Public Body,for any reason,including but not limited to relocation of maucieipall offices,construction,renovation,and discontinuance of services. 2.8 Public Body shall not attempt to access,configure,power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department ofInformation Teenagaey personnel or third party authorized by County. SUPPORT The I.T.Service will be supported by County’s Information Technology .T.) Departmentas described in the Agreement. SERVICE AND SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines.These charges will be based upon therates set by the County’s connection provider.County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County.~ LICENSE USE AND ACCESS 5.1 County grants to Public Body a nonexclusive license to use the County developed software applications,if any,needed to receive this I.T.Service.This license cannotbe provided to any other party without County’s consent in writing. LT,SERVICES AGREEMENT —EXHIBIT VIII Page 2 MR 21258 6/17/2021 EXHIBIT IX LT.SERVICES AGREEMENT INTERNET SERVICE INTRODUCTION The LT.Service described in this Exhibit (Internet Services)will provide Internet Service connectivity to government agencies for the purpose of accessing Websites and E-Mail services. 1.0 2.0 3.0 4.0 5.0 MR 21258 6/17/2021 COUNTY RESPONSIBILITIES’: 1.]County shall provide an I.T.Service.enabling Public Body to access Internet service from its facilities and workstations via County’s Internet Service Provider (ISP). County has sole control over the selection and retention of the ISP. 1.2 County may,in its sole discretion,block any device or network traffic from orto Public Body that has the potential to interfere with the County’s ability to provide access to internet service,any other .T.Services or County services of any type. County will advise Public Body Points of Contact of changes to ISPs,decisionsto block any device or network traffic or other changes that could impact Public Body’s daily operations. 1.3.County shall only provide outbound access to the Internet,and shall not be obligated to provide any access for Internet devices to Public Body devices or services directly.County shall not provide anInternet routable address to the Public Body for incomingInternet ti PUBLIC BODY RESPONSIBILITIES 2.1 Public Body shall abide by the Acceptable Use Policy (AUP)of the County’s Internet Service Provider.(ISP)or ISP’s and all changes madeto the AUP(s)by the ISP(s)used during the term of the Apreement.County will provide the URL to the applicable AUP.Public Body,through its points of contact will review the AUP and oversee compliance with the policy among Public Body employees and agents. SUPPORT The I.T.Service will be supported by County’s Information Technology(1.T.) Department as described in the Agreement., SERVICE AND SUPPORT COSTS County will provide access to Internet Service via its Internet Service provider without _ fee or cost.If County determinesthat,in order to maintain access to Internet Service for Public Body,it must charge a fee,County will promptly notify Public Body. LICENSE USE AND ACCESS 5.1 County grants to Public Body a nonexdlusive license to use the County developedsoftwareapplications,if any,needed to receive this I.T.Service.This licensecannotbeprovidedtoanyotherpartywithoutCounty’s consent in writing. LT.SERVICES AGREEMENT—EXHIBIT IX Page 1 EXHIBITXLT.SERVICES AGREEMENTCLEMIS_ INTRODUCTION. The Courts and Law Enforcement Management Information System (known as “CLEMIS”)is a multi- faceted,regional public safety information management system,operated and maintained by the Oakland County Departmentof Information Technology,CLEMIS Division.CLEMIS is comprised of many software applications.; CLEMIS was created in 1968 to address the’inability af criminal justice/public safety agencies to electronically share data in a timely manner.The purpose of CLEMIS is to provide innovative technology and related services to criminal justice/public safety agencies to enable them to share data and to improve the delivery of criminal justice/public safety services.Public Bodies that use CLEMIS have realized lower costs and improved efficiency in providing criminal justice/public safety services. These benefits allow first responders additional timeto serveand protect citizens. The Parties agree to the following terms and conditions: 1.DEFINITIONS.The following words and expréssions used throughoutthis Exhibit,whether used in the singular or plural,shall be defined and interpreted asfollows. 1.1.CLEMIS is the Court and Law Enforcement Management Information System,an information management system,comprised of CLEMIS Applications operated and maintained by the CLEMIS Division with recommendations and counsel from the CLEMIS Advisory Committee. 1.2.CLEMIS Advisory Committee (formerlyknown as the CLEMIS Advisory or Policy Board)is an advisory committee that leads the CLEMIS Consortium and that provides recommendations and counsel to the CLEMIS Division regarding the operation and maintenance of CLEMIS. 1.3.CLEMIS Applications are the spécific software-applications that comprise CLEMIS.These software applications are listed and described on the CLEMIS Website and are included in the definition of I.T.Services under this Agreement. 1.4.CLEMIS Consortium is a non-legal entity comprised of all CLEMIS Members.Its purpose is to empowercriminaljustice/public safety agencies to maximize the use of collected data, to enhance daily operations and engage in Ppaenarts planning.The Consortium is led by the CLEMIS Advisory Committee. 1.5.CLEMIS Division is the division in the Oakland County Department of Information Technology responsible for the operation and maintenance of CLEMIS. 1.6.CULEMUS Feeis the sum of costs for use of CLEMIS,CLEMIS Applications,and services provided by the CLEMIS Division.These costs are listed and itemized on the CLEMIS Website. 1.7.CLEMIS Membermeansthe Public Body that executes this Exhibit and compiles with this Agreement. LT.SERVICES AGREEMENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/15/21 MR21258 6/17/2021 .a .PAGE|1 EXHIBITXLT.SERVICES AGREEMENT‘CLEMIS | 1.8.CLEMIS Website is the portion of the County’s website dedicated to CLEMIS located at www.oakgov.com/clemis or www.clemis.org. 1.9.Criminal Justice Information Services (“CJIS”)Security Policy is the effective security policy approved by the CJIS Advisory.Policy Board setting forth security requirements, guidelines,and agreements for protecting transmission,access,storage,use,generation of, and sources of Criminal Justice Information (“CJI”)as defined in the CJIS Security Policy. 1.10.Fire Records Management System (“FRMS”)is a CLEMIS Application that provides an integrated technology system to participating fire departments,which is further described on the CLEMIS Website.: 2.CLEMIS DIVISION RESPONSDSILITIES.: 2.1.Provision of CLEMIS Applications.County shall provide Public Body with access to CLEMIS and the specific CLEMIS Applications and services marked on Addendum A, which may be changed from time to time.Addendum is fully incorporated into this Agreement.Notwithstanding any provision in this Agreement,Addendum A and any changes thereto shall be signed by the CLEMIS Division Manager on behalf of County and the authorized representative as designated on Addendum A on behalf of Public Body.The operational descriptions of the CLEMIS Applications and services are set forth on the CLEMIS Website.oe 2.2.Compliance with Laws,Rules,Regulations,and Policies.County shall comply with all applicable laws,rules,and regulations and the CJIS Security Policy in the delivery, operation,and maintenance of CLEMIS Applications and in the transmission,access, storage,and use of data through or in CLEMIS Applications. 2.3. No Verification ofData. County does not verify or review data entered into and stored in CLEMIS for accuracy.coe . 3.PUBLIC BODY RESPONSIBILITIES. 3.1.Execution of Exhibit VIII.Unless approved in writing by the CLEMIS Division,Public Body must execute Exhibit VIII to this Agreement (OakNet Connectivity)to provide connectivity for the use and operation of CLEMIS Applications.If Public Body receives approval from the CLEMIS Division not to use OakNet,such approval will be marked on Addendum A. 3.2.Execution of Management Control Agreement.Public Body shall execute a Management Control Agreementwith County as required by and consistent with the CJIS Security Policy, which may be amended from time to time.The Management Control Agreementshall be executed by the persons authorized to sign Addendum A. 3.3.Compliance with Laws,Rules,Regulations,and Policies.Public Body and Public Body Employees shall comply with the CJIS Security Policy and all applicable laws,rules,and LT.SERVICES AGREEMENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/15/21 MR21258 6/17/2021 :pa GS PAGE |2 3.4. 3.5. 3.6. Sele 3.8. 3.9. ous 3.11. S12. MR 21258 EXHIBITXLT.SERVICES AGREEMENTCLEMIS- regulations when using CLEMIS and when generating entering,and using data that is stored in CLEMIS. Access to CLEMIS.Only Public Body Employees authorized by Public Body may access and use CLEMIS.Public Body shall keep alist’of Public Body Employees authorized to access and use CLEMIS.Public Body shall review this list at least quarterly to ensure its accuracy.Upon written request of County,Public Body shall providethis list to County. Public Body shall not allow any individuals,who are not on this list,to access and use CLEMIS. Security/Background Checks.Public Body shall provide for and pay for security/background checks forall Public Body Employees who access and use CLEMIS, as required by the CJIS Security Policy and any other applicable law,rule,and regulation. Data Entry.Public Body is solely.responsible for enteringall data that is required by any CLEMIS Applications into CLEMIS. Data Ownership.All data entered into CLEMIS:aePublic Body shall be and shall remain the data of Public Body. Data Accuracy.Public Body is solely responsible for ensuring that all data entered into and stored in CLEMISis accurate and comiplete..Accurate and complete meansthat the data does not contain erroneous information.Public Body shall immediately correct erroneous information upon discovery oferror.To.erisure accurate and complete data,Public Body shall conduct regular and systemic audits to minimize the possibility of generating, transmitting,and storing erroneous information. Data Update/Expungment/Redaction.Public Body is solely responsible for updating, expunging,correcting,record locking,or redacting Public Body’s data entered into or stored in CLEMIS,as required by law,rule,regulation,court order,or the CJIS Security Policy. Access to Public Body Facilities.Public Body shall allow County employees access to Public Body facilities for maintenanceoF CLEMIS and to audit Public Body’s use of CLEMIS. Provision of Hardware/Equipment.The hardware/equipment needed to access and use CLEMIS shall be purchased,maintained;repaired and replaced by Public Body,unless otherwise agreed,in writing,by the Parties.The hardware/equipment shall meet the specifications and requirements set forth by the CLEMIS Division. Changes or Alternations to Public Body Facilities.If Public Body is required to or decides to make changesoralternationsto its facilities/buildings for any reason,then Public Body is responsible for all costs and expenses associated with movingor relocating hardware/equipment used to access CLEMIS or with moving or relocating the medium/connectivity,e.g.,fiber,wireless connections,ISDN Lines,T1 Lines,etc.,used toaccessCLEMIS. LT.SERVICES AGREEMENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/15/21 6/17/2021 ‘4 PAGE |3 EXHIBIT XLT.SERVICES AGREEMENT‘CLEMIS . 3.13.E-Mail Address.Public Body shall create and monitor a generic CLEMIS email address. The CLEMIS Division will provide Public Body instructions on how to create this email address.This email address will be the main point of contact for scheduled maintenance, outages,alerts,etc. 3.14.Cooperation.Public Bodyshall,many coopers with County concerning the performance of this Agreement. 4.PROVISION OF PUBLIC BODYDATA TO PUBLIC BODY OR THIRD PARTIES. 4.1.Request by Public Body for Public Body Data.Public Body may request in writing that County provide a copy of portions of Public.Body’s data to Public Body.County will provide such data in a format and time period determined by Countybut will use its best efforts to provide the data in the format and time period requested by Public Body. 4.2.Third Party Requests to County for Public Body Data. 4.2.1.Michigan Freedom of Information Act Requests.County will respond pursuant to applicable law,to Michigan Freedom of Information Act (“FOIA”) requests addressed and received by County,Subject to applicable law,if County receives a request for Public Body’s data possessed by County,County will provide written notice'to the requesting person identifying the Public Body and stating that the requesting person shall.submit their request to the Public Body. Public Body shall be responsible for PoqyUnUE to all FOJA requests received by the Public Body. 4.2.2.Other Legal Requests (Excluding FOIA Requests)to County for Public Body Data.County will respond pursuant to applicable law to any subpoena, court order,or other legal request addressed to and received by County for Public Body’s data possessed by County.Before responding to said legal request, County will use commercially reasonable efforts to inform Public Body of the request for the purpose of providing Public Body an opportunity to contest the legal request and/or to provide County with information that could impact County’s response to the legal request.For the avoidance of doubt,this paragraph 4.2.2.does not appsto FOIA co which are Bpvemned by paragraph 4.2.1. (above). 4.2.3.Section 4.2 only anolica to Public Body’s data possessed by County for the purposes ofproviding services under Exhibit X (CLEMIS)and notto any other exhibit.Additionally,this section 4.2 does not apply to the CLEMIS Crash Purchase Application,which is governed bysection 6 (below). 4.3.Continuous Access to Public Body Data by Third Parties. 4.3.1.In Addendum A,Public Body may request that County provide continuous access to Public Body’s data to.a third party.Addendum A shall identify the LT.SERVICES AGREEMENT-EXHIBIT X Approved by CLEMIS Strategic Planning Committee 03/11/21 Approved by CLEMIS Advisory.Committee —4/15/21 MR21258 6/17/2021 :_PAGE |4 4.4. 4.5. 4.6. 4.7. MR 21258 EXHIBITXLT.SERVICES AGREEMENT‘CLEMIS . thitd party and shall set forth any specific instructions regarding the provision of such data to the third party.The County shall determine the mannerin which to provide access to Public Body’s data. 4.3.2.County shall provide and shall continue to provide access to Public Body’s data to the third party identified in Addendum A,until Public Body provides written notice to the CLEMIS Managerto stop or change such access.The written notice shall contain the date on which access to Public Body’s data shall stop.Upon receipt of this notice,.County shall promptly stop the third party’s access to Public Body’s data and shall use its best efforts to stop third party access to Public Body’s data on the date requested by Public Body. 4.3.3.In order to effectuate the third,party’s continuousaccess to Public Body’s data, County will require the third party to execute an agreement with County to govern delivery and/or access to Public Body’s data.The CLEMIS Manageris authorized to sign this agreement on behalf of County. Providing Public Body Data to Third Parties.Except as otherwise provided in thisExhibit,the Agreement,or as directed in Addendum A,County will not provide PublicBody’s data to a third party.Notwithstanding any other provision,County shall providePublicBody’s data to related Mugshots,Livescan,Michigan Incident Crime Reporting,andCrash/UD-10 traffic crash reports to the Michigan State Police.County may provide PublicBody’s data to County contractors and vendors for the purposes of providing services toPublicBody,the County,and/or for improving CLEMIS Applications and services. Costs for Providing Public Body Data.If County incurs any costs in providing PublicBody’s data to a third party or to Public Body,then Public Body shall be responsible forthosecostsandshallreimburseCountyforthosecosts.The CLEMIS Division shall invoicePublicBodyforsuchcosts.Public Body shall pay.the invoice at the location and within thetimeperiodstatedintheapement,The CLEMIS Division may waive these costs in itssolediscretion. Protected Health Information.If thé data,to beprovided to a third party,is ProtectedHealthInformation”or “PHI”(defined in 45 CFR 160.103)under the Health InsurancePortabilityandAccountabilityActof1996(“HIPAA”)and underthe changes to HIPAAmadebytheHealthInformation‘Technology for Economic and Clinical Health Act(“HITECH Amendment”),then County and Public Body shall execute a Business AssociateAgreement. County not Responsible for Third Pari Use of Data.Public Body acknowledges andagreesthatifitrequestsCountytoprovideaccesstoPublicBody’s data to a third party,County shall not be responsible for any actions of the third party and the third party’s use ofPublicBody’s data. LT.SERVICES AGREEMENT-EXHIBIT x Approved by CLEMISStrategic Planning Committee 03/11/21 Approved by CLEMIS Advisory.Committee —4/15/21 6/17/2021 .pe PAGE |5 4.8. EXHIBIT X |LT.SERVICES AGREEMENTCLEMIS. Sharing Data with other CLEMIS Members.Public Body acknowledges and agrees that County may share Public Data with other CLEMIS members upon the recommendation and counsel of the CLEMIS Advisory Committee. 5.FINANCIAL RESPONSIBILITIES—CLEMIS FEE Sal. Dats 5.3. 54. 5.5. 5.6. 5.7. MR 21258 Payment of CLEMIS Fee.Public Body.shall pay the CLEMIS Fee to County for the CLEMIS Applications and services,which are marked on Addendum A.The amountof the CLEMIS fee and the costs that comprise the CLEMIS Fee arelisted and itemized on the CLEMIS Website.The CLEMIS Division shall invoice Public Body on a quarterly basis for the CLEMIS Fee,unless otherwise specified.Public Body shall pay the invoice at the location and within the time period stated in the Agreement:. Establishment of CLEMIS Fee:The CLEMIS Division upon the recommendation and counsel of the CLEMIS Advisory Committee shall establish the CLEMIS Fee.The CLEMIS Fee'shall be posted on the CLEMIS website and may be obtained from the CLEMIS Division. Review of CLEMOS Fee.The CLEMIS Division and the CLEMIS Advisory Committee shall annually review the CLEMIS FEE. CLEMIS and FRMS Funds.County has.established and shall continue to have separate enterprise funds within the County budget for revenues,expenses,and operations of CLEMIS (hereinafter “CLEMIS Fund and FRMS Fund”). Deposit of CLEMIS Fee.All monies paid by Public Body to County pursuant to this Exhibit shall be deposited into the CLEMIS Fund or FRMS Fund,as applicable.Only revenues and expenses stemming from CLEMIS operations and maintenance are recorded in the CLEMIS Fund and FRMS Fund;no‘other County revenues and expenses are recorded in these Funds.Any equity in the CLEMIS Fund and FRMS Fundatthe end of the County’s fiscal year shall be rolled into the CLEMIS Fund and FRMS Fund forthe next fiscal year. Surplus/equity in the CLEMIS Fund and FRMS Fund can only be used for CLEMIS operations and maintenance and not for the general operations of County or Public Body. Any County general fund contributions (transfers)to the CLEMIS Fund and FRMS Fund are strictly based on availability and official appropriation by County and cannot be deemed permanent on-going contributions:_ Financial Statement for CLEMIS and FRMS Funds.The County Fiscal Services Division shall prepare financial statements for the CLEMIS Fund and FRMS Fund on a quarterly basis.These financial statements will be posted on the CLEMIS Website on a quarterly and year-end basis.The County Director of Management and Budgetor his/her designee shall report the condition of the CLEMIS Fund and FRMS Fund to the CLEMIS Advisory Committee,on a quarterly basis: Refund of CLEMIS Fee for Operational Problems.Subject to Section 18 (Force Majeure)of the Agreement,if any CLEMIS Applications are not operational for more than LT,SERVICES AGREEMENT-EXHIBIT X Approved by CLEMISStrategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/15/21 6/17/2021 ._PAGE|6 EXHIBIT X__|LT.SERVICES AGREEMENT‘CLEMIS . fourteen (14)consecutive calendar days,County shall refund the CLEMIS Fee,already paid by Public Body,for the days that the CLEMIS Applications were not operational. 6.COUNTY/PUBLIC BODY RESPONSIBILITIES FOR CLEMIS CITATION PAYMENT APPLICATION AND CLEMIS CRASH PURCHASE APPLICATION.Ifa Public Body uses the CLEMIS Citation Payment Application (hereinafter “Payment Application)and/or the CLEMIS Crash Purchase Application (hereinafter “Purchase Application’*),then the following terms and conditions apply: 6.1. 6:2. 6.3. 6.4. 6.5. 6.6. 6.7. MR 21258 Placement of URL.Public Bodyshall besssboietable for placing the Payment Application and the Purchase Application URLs on its website;the URLs shall be provided by County. Public Body shall include this URL in printed orelectronic communications to the general public regarding the Payment Application and the Purchase Application. Questions Regarding Paymentof Tickets/Citations/Parking Tickets and Purchase of Crash/Accident Reports.County shall-refer all questions that County receives to Public Body regarding the payment of citations/tickets/parking tickets and the purchase of crash/accident reports and regarding the amount of monies owed to Public Body. Security of Data.County shall secure and |protect data received through the Payment Application and Purchase Application (includingcredit card information)according to law, County’s contractual obligations,and reasonable business standards andpractices. No Interference with Contract.Third-party service providers such as PayPal Inc.and Elavon,Inc.are required for the operation of the Payment Application and Purchase Application.Neither Public Body nor Public Body Employees shall act or fail to act, either directly or indirectly,in a manner to cause any purported breach in any term or condition in any agreement between County and suchthird party. Enhanced Access Fee.Persons or-entities paying citations/tickets/parkingtickets through the Payment Application or purchasing crash/accident reports through the Purchase Application shall be charged an Enhanced Access Fee,in addition to the monies owed to Public Body. Payment Transaction for Payment Application.When using the Payment Application,a person or entity paying a ,citation/ticket/parking ticket.will authorize two transactions,at the time of payment:(1)one transaction for payment of monies owed to Public Body/Court and (2)one transaction for payment of the Enhanced Access Fee.The funds for the payment to Public Body/Court will be directed to the depository account designated and/or owned by Public Body/Court.The funds for the Enhanced Access Fee will be directed to a depository account designated arid owned by County. Amount of Enhanced Access Fee for Payment Application.The Enhanced Access Fee charged to persons/entities paying.citations/tickets/parking tickets through the Payment Application shall be in an amount established by the Oakland County Board of Commissioners,Miscellaneous Resolution #07121 and as subsequently amended by the LT.SERVICES AGREEMENT-EXHIBIT X Approved by CLEMISStrategic Planning Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/15/21 6/17/2021 ,.PAGE |7 EXHIBIT XLT.SERVICES AGREEMENTCLEMIS. Oakland Courity Board of Commissioners.Public Body shall receive one dollar ($1 .00)oftheEnhancedAccessFeecollectedforeachcitation/ticket paid through the PaymentApplication.Given the small amount of the Enhanced Access Fee for parkingtickets,Public Body shall receive no portion of the Enhanced Access Fee collected for parkingticketspaidthroughthePaymentApplication. 6.8.Amount of Enhanced Access Fee for Purchase Application.The Enhanced Access Feechargedtopersons/entities purchasing crash/accident reports through the PurchaseApplicationshallbeinanamountestablishedbytheOaklandCountyBoardofCommissioners,Miscellaneous Resolution #09182 and as subsequently amended by theOaklandCountyBoardofCommissioners.Public Body shall receive one dollar ($1.00)oftheEnhancedAccessFeecollectedforthepurchaseofeachcrash/accident report throughthePaymentApplication.“a hs 6.9.Amount of Fee for Crash/Accident Report.Public Bodyshall set the fee for the purchaseofthecrash/accident report through the Purchase Application.The amountof this fee shallbelistedinAddendumA. 6.10.Distribution of Enhanced Access Fees and Fees for Crash/Accident Reports.PublicBody’s portion of the Enhanced Access Fees,set forth in this Exhibit,and the fee for thecrash/accidentreports,set forth in'Addendum A,shall be disbursed to Public Body pursuanttoitswritteninstructions.Public Body shall provide the written instructions,required by’this section to CLEMIS Division. 6.11.Obligations and Responsibilities if Public Body is a Court. 6.11.1.Access to Website.If Public Body is a Court,then County shall provide accesstoapasswordprotectedwebsitewherePublicBody/Court can issue credits or'refunds and view daily,weekly;and monthly transactions processed throughthePaymentApplication. 6.11.2.Contract for Credit Card Processing.If Public Bodyis a Court,then Countyshallestablish,maintain,and pay for a separate contract for credit cardprocessingserviceswiththeentitiescurrentlyprovidingcreditcardprocessingservicesforCounty,i.e.,PayPal Inc.and Elavon,Inc. 6.11.3. | Separate Depository Bank Account.If Public Bodyis a Court,then it shallmaintainacorrespondingdepositorybankaccount,with a depository financialinstitutionacceptabletoCounty,for the receipt of monies owed to PublicBody/Court.Public Body/Court shall provide County with all necessary bankaccountnumbersandroutingnumbertogiveeffecttothisrequirement. 7.CLEMIS ADVISORY COMMITTEE. 7.1.Establishment and Purpose of CLEMIS Advisory Committee.The CLEMIS AdvisoryCommitteewasestablishedtoobtainadviceandguidancefromCLEMISMembers LT.SERVICES AGREEMENT-EXHIBIT XApprovedbyCLEMISStrategic.Planning Committee 03/11/21ApprovedbyCLEMISAdvisoryCommittee—4/15/21 MR21258 6/17/2021 ::PAGE |8 LT.SERVICES AGREEMENT‘CLEMIS .- concerning policy,technical,and operational questions for CLEMIS Applications.ThepurposebehindtheCLEMISAdvisoryCommitteeistoallowCLEMISMemberstoprovide input regarding the operation and management of-CLEMIS.The CLEMIS AdvisoryCommitteeleadstheCLEMISConsortium.and provides recommendations and counseltotheCLEMISDivisionregardingtheoperation,maintenance,and budget for CLEMIS(including suggested security policies,development/operation/modifications to CLEMISApplications,and actions regarding misuse.of CLEMIS). 7.2.Composition of CLEMIS Advisory Committee.The composition of the CLEMISAdvisoryCommitteeispostedontheCLEMISWebsite. 7.3. CLEMIS Advisory Committee Meetings.The CLEMISAdvisory Committee meets atleastfour(4)times per year.CLEMIS Members are encouraged to attend. 74. CLEMIS Advisory Committee Officers.Every July,the CLEMIS Advisory CommitteeshallelectaChairpersonbymajorityvote.The Chairperson shall select and appoint a Co-Chairperson.The CLEMIS Division Managershall serve as Executive Secretary to theCLEMISAdvisoryCommittee.The Executive Secretary shall prepare the agenda forCLEMISAdvisoryCommitteemeetings.Prior to each meeting,the Chairperson and theExecutiveSecretaryshallreviewthecontentsofeachagenda. 7.5. CLEMIS Advisory Committee—Subcommittees.The CLEMIS Advisory Committeemaycreatesubcommitteesasitdeemsappropriate.The subcommittees and theircompositionandresponsibilitiesshallbepostedontheCLEMISWebsite.The CLEMISAdvisoryCommitteeChairpersonshallappointthechairpersonsofthesubcommittees,except for the Chairperson of the Strategic Planning subcommittee,whose Chairperson isthecurrentPresidentofOaklandCountyChiefsofPoliceAssociationandexceptfortheChairpersonofFireGovernance’whose Chairperson is elected by the Fire GovernanceCommitteemembers. 8.RAINING,Public Body shall require all Public Employees who use or access CLEMIS to attendtrainingclassesrequiredbytheCLEMISDivision.The formatof the training classes will be at thediscretionoftheCLEMISDivision,e.g.,train the trainer,classroom training,or on-line/remotetraining.If the training classes are held at County facilities or held in an on-line/remote format,then suchtraining classes are at no cost to Public Body or Public Employees.If the training classesareheldatnon-County facilities,there may be a charge to Public Body based ontime,materials,and location of trainingclasses.ae 9.SUPPORT AND MAINTENANCE SERVICES.County shall maintain and support theCLEMISApplications.The CLEMIS Fee includes the costs for support and maintenance servicesfortheCLEMISApplicationsandotherservicesprovidedbytheCLEMISDivision,unlessotherwiseindicatedonAddendumA.When‘providing support and maintenance services forCLEMIS,County hasthe authority to prioritize its resources,including,but not limited to,the orderinwhichcallsforsupportormaintenancewillberesolvedandallocationoftimeofitsemployees,agents,subcontractors,and equipment. IT.SERVICES AGREEMENT-EXHIBIT xXApprovedbyCLEMISStrategicPlanningCommittee03/11/21 Approved by CLEMJS Advisory Committee —4/15/21 MR21258 = 6/17/2021 ,,PAGE |9 EXHIBIT X i T.SERVICES AGREEMENT ‘CLEMIS. 10.OBLIGATIONS &RESPONSIBITIES UPON TERMINATION/CANCELLATION. 10.1. 102. 10.3. 10.4. MR 21258 Use of CLEMIS &CLEMIS Applications.Upon the effective date of termination or cancellation of this Exhibit,Public Body ‘shall stop using CLEMIS and CLEMIS Applications and it shall not have accessto CLEMIS and CLEMIS Applications. Use and Access to Public Body’s Data.‘Upon the effective date of termination or cancellation of this Exhibit,Public Body’s data shall not be useable by or accessible to any other CLEMIS Member. Transition of Data upon Termination/Cancellation.Upon termination or cancellation of this Agreement,CLEMISshall provide a copy of Public Body’s data to Public Body in an electronic format and a time period determined by County.Upon written confirmation from Public Body thatit received its data,County will purge Public Body’s data from CLEMIS and any disaster recovery sites.If County incurs any costs in copying Public Body’s data, then Public Body shall be responsible for those costs and shall reimburse County for those costs.The CLEMIS Division shall invoice Public Body for such costs.Public Body shall pay the invoice at the location and within the time period stated in the Agreement.The CLEMIS Division may waive these costs in.its sole discretion. Obligation to Pay CLEMIS Fee Upon Termination/Cancellation.Public Body's obligation to pay the CLEMIS Fee shall stop on the effective date of termination or cancellation.Ifthe termination or cancellation date is other than the end of a quarter,any CLEMIS Fee,paid in advance to County,shall be refunded to Public Body on a pro-rated daily basis for the time period that Public Body paid in advance. I.T.SERVICES AGREEMENT-EXHIBIT X Approved by CLEMIS Strategic Plarining Committee 03/11/21 Approved by CLEMIS Advisory Committee —4/15/21 6/17/2021 .PAGE|10 ADDENDUM A CLEMIS CATEGORIES /TIERS Public Body shall receive the CLEMIS Applications.and services associated with the category/tier selected below.The CLEMIS Website describes each category/tier listed below,describes the CLEMIS Applications that are received with a particular category/tier,and lists the cost for the below categories.As used in this Addendum "FTE"means Full-Time Equivalents (SwornOfficers).eeekeMooi|Tier 1 ©)16 ormore FTE's €)6-16 FTE's -©)1-5FTE’s Tier 2 ©)16 ormore FTE's ©)6-15 FTE's —©)1-5 FTE's Tier 2.5 C 16 or more FTE's ©6-15FTEs C)1-5 FTE's Tier 3 C)16 or more FTE's QO 6-15FTES C)1-5 FTE's Tier 4 Rescinded Tier5 Rescinded -— Tier 6 (eCLEMIS)a 19 or more FTE’s ©6-18FTE’'s C)1-5 FTE's Tier7 Public Safety Answering Point (PSAP)/Central DispatetrCenter Tier8 Jail Management(outside Oakland County) Federal Departments,Offices or Agencies Inquiry Only iin the State of Michigan (does not contribute any data) District Court in Oakland County (excluding 52nd District Courts) C)Pays CLEMIS Fee:receivesticket eats load and CLEMIS Citation Payment Applicationisoptianal. Does not pay CLEMIS Fee:receives Hens data load and must exclusively use CLEMISCitationPaymentApplication.. District Court outside Oakland am gC Pays CLEMIS Fee:receives ticket data load and CLEMIS Citation Payment Application isoptional. CQ)Does not pay CLEMIS Fee:receives ticket data load and must exclusively use CLEMISCitationPaymentApplication.: Circuit Court (outside Oakland County -does not contribute any data) Prosecutor Office (outside Oakland County;does not contribute any data) FRMSParticipant (Fire Records Management Systermn) Approved by SP Committee 07-08-15 _Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 Il.ADDITIONAL CLEMIS APPLICATIONS Public Body may select and shall receive any ofthe CLEMIS Applications,selected below,for a separate cost.The costfor the CLEMIS Applications is set forth on the CLEMIS Website. Iv] LI LJ | LILI AONOPage |2 Mobile Data Computers (“MDC”) WITH County provided wireless ()WITHOUT.County provided wireless C)CAD Only WITHOUT County provided wireless Livescan .WITH printer 7 (©)witHouT printer Mugshot Capture Station and Investigative (Investigative Only Jail Management CLEMIS Member located in Oakland Gounty CLEMIS Memberlocated outside Oakland County OakVideo (CLEMIS Memberlocated outside Oakland County) Crime Mapping Application at Vendor name: Address: Contact::Phone: Email:, Pawn Application Fire Records Management System In Oakland County. (e)Phase |©)Phase I Fire Records Management System Outside Oakland County Police,Fire and/or Public Safety Department Data Extract (e)In Oakland County -©_Outside Oakland County Vendor name:ESO Solutions Inc. Address:11500 Alterra Parkway,Suite 100,Austin,Texas 787598 Contact;Robert Munden,General Counsel ‘9 Phone:866-766-9471 ext.1253 Email:Robert.munden@eso.com Approved by SP Committee 07-08-15 leas by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 ©In Oakland County oe Odutside Oakland County Vendor name: Address: Contact:a Phone: Email: CRASH Report Payment Amount: Enhanced Access Fee DisbursementInstructions Disbursement when Requested Disbursement Quarterly Make Check Payableto::LIL OPT-IN of Exhibit VIILa Connectivity}OakNet ponneeieinytis needed COUNTY:4oe a2s .Laefe2oresDivisionManager—“Date PUBLIC BODY:Guy of Rochester Hus mmorane NaorBuon K Bar act Signature:“X SOK oo 2 x WK Date 6 be-completed by Public Body) Page |3 Approved by SP Committee 07-08-15 -Approved by CLEMIS Advisory Committee 07-16-15 Approved by BOC 8-13-15 EXHIBIT XILT.SERVICES AGREEMENTArcGISONLINE° INTRODUCTION ArcGIS Online (“AGO”)is a web based,collaborative Geographic Information System (GIS)that allows users having an AGO Named User'account to create and share maps,applications (apps), layers,analytics,and data iin Environmental Systm Research Institute,Inc.’s (“ESRI”)secure cloud. County entered into an agreement with ESRI that permits County to deploy AGO to Public Body (County Contract No.005562,EnterpriseAgreement No:00270489.0,and herein referred to as the “Enterprise Agreement,”to which the County will provide Public Body with access.The Parties desire for Public Body to be authorized to access and use AGO asspecified in the Enterprise Agreement. County will provide Public Body with AGO NamedUser accountsthat will allow Public Body to access the County’s AGO portal without having to punenass manage or maintain its own AGO Named User accounts. The Enterprise Agreement includes a License Agreement (herein referred to as the “License Agreement”)and a CVT Acknowledgment Statement,which is attached and incorporated as Addendum A,that Public Body must comply with in order to access and use AGO. 1.0 DEFINITIONS 1.1 "Deploy,""Deployment,"or "Deployed"means County assigning,managing,and maintaining AGO Named User accounts:for access to and use of County’s AGO portal by Public Body. 1.2 "Tier 1 Support”means the Technical Support provided via the Oakland County Service Center to Public Body.to resolve reported incidents involving Public Body’s access to or use of County’s AGO portal. 2.0 COUNTY RESPONSIBILITIES 2.1 County will deploy AGO famed User accounts to Public Body through County’s Service Center as specified in the Enterprise and License Agreements withoutfee or cost to Public Body.The deployment of AGO Named User accounts by County to Public Body will terminate as specified in the Enterprise or License Agreements,the Agreement,or thisoe 3.0 PUBLIC BODY RESPONSIBILITIES | 3.1 Public Body Compliance.Public.Body and its employees and contractors shall comply with the terms and conditions in this Exhibit,the CVT Acknowledgement Statement,the License Agreement,any amendments or new agreements mentioned in this Exhibit,and any applicable laws,rules,and regulations when accessing or IT.SERVICES AGREEMENT—EXHIBIT XI 'Pagel MR21258 6/17/2021 si 32 Sud 3.4 3.0 3.6 MR 21258 6/17/2021 EXHIBIT XILT.SERVICES AGREEMENTArcGISONLINE| using AGO.Public Body’s access and use of AGO maybe suspended or terminated if County is in breach of the Enterprise Agreementorif Public Body is in breach of this Exhibit,the CVT Acknowledgement Statement,the License Agreement,any amendment or new agreements mentioned in this Exhibit,or any applicable laws, rules,and regulations when accessing or using AGO.Public Body acknowledges and agrees that it has reviewed the License Agreement. Amendments to Enterprise or License Agreements.In order to access and use AGO, Public Body shall agree to and comply with any and all amendments to the Enterprise or License Agreements relating to the access or use of AGO.County will provide Public Body with access to.amendments to the Enterprise or License Agreements that are applicable to Public Body’s access to or use of AGO.County will use reasonable efforts to provide notice to Public Body when County becomes aware of applicable amendments to the terms and conditions of the Enterprise or License Agreements. New Agreements.County may enter into new agreements in the future with ESRI involving AGO.New agreements between County and ESRI may require Public Body to agree to and sign (if necessary)new CVT Acknowledgment Statements, License Agreements,or other equivalent or similar agreements.In order to access and use AGO,Public Body shall agree to and comply with new CVT Acknowledgment Statements,License Agreements,or other equivalent or similar agreements.County will provide Public Body with access to the new agreements that Public Body is requiredto comply with.County will use reasonable efforts to provide notice to Public Body when it becomes aware that Public Body must comply with any new agreements. Future Standards and Guidelines.County may,and reservesthe right to,implement future standards and guidelines asneededfor use of AGO,including butnotlimited to,restricting Public Body’s AGO credit consumption or designating Public Body’s employees and contractors that may report AGO incidents to the Service Center.In order to access and use AGO,Public Body shall agree to and comply with new or different standards or guidelines that are provided to Public Body. Identity &Access Management (“IAM”)Self Service Registration.All employees and contractors of Public Body must create an IAM account through Service Center’s self-registration toaccess or use AGO. Account Notification Requirements,Public Body shail immediately inform CountyviatheServiceCenterifanyemployeeorcontractorofPublicBodyisnolonger employed by the Public Body,no longer requires access to the AGO portal,orbreachesthisExhibit,the CVT Acknowledgement Statement,the Enterprise orLicenseAgreements,any applicable amendments to those agreements,or any newagreementmentionedinthisExhibit.County may require Public Bodyto verify itsinventoryofactivePublicBodyAGONamedUseraccountsperiodically. LT.SERVICES AGREEMENT~EXHIBIT XI Page 2 4.0 5.0 6.0 7.0 MR 21258 =6/17/2021 EXHIBIT XI LT.SERVICES AGREEMENT ArcGIS ONLINE ~ 3.7 Prohibition on Storing Certain Data in AGO.:Public Body shall not upload to, process,use,or store in AGO any of the following:Personal information (PI)orPersonalidentifyinginformation(PID as those terms are defined in MCL 445.63,Protected Health Information (PHI)as defined in 45 CFR 160.103,or CriminalJusticeInformation(CJ])which is defined as data or information governed by theCJISSecurityPolicy(currently found at:https://www.fbi.gov/services/cjis/cjis- security-policy-resource-center)._ SUPPORT The IT.Service will be supported by.County’s Information Technology (I.T.)Department as described in the Agreement.County’s Information Technology (I.T.)Department will pass through updates and provide Tier1 Support to Public Body forapplicableAGOuse. SERVICE AND SUPPORT COSTS There is no cost to Public Body for.this service.. EXECUTION OF CV T ACKNOWLED GEMENT STATEMENT Public Body shall sign and provide the County with the signed original CVTAcknowledgementStatement(Addendum A),prior to County deploying AGO NamedUseraccountstoPublicBody.The CVT AcknowledgementStatement must be signed byanauthorizedrepresentativeofPublicBody.After Public Body signs and provides theCountywiththesignedoriginalCVTAcknowledgementStatement(Addendum A),County will provide the CVT AcknowledgementStatement signed by Public Body toESRI. LICENSE USE AND ACCESS County grants to Public Body a nonexclusive license to use County developedapplicationsneededtoreceivethisI.T.Service.This license cannot be provided to anyotherpartywithoutCounty’s consentin writing. LT.SERVICES AGREEMENT —EXHIBIT XI Page 3 ADDENDUM. CVT ACKNOWLEDGMENT STATEMENT (ArcGIS Online). Environmental Systems Research Institute,Inc.("'Esri"),having an address at 380 New York Street,Redlands,CA 92373 and County of Oakland,MI ("County"),have entered into an Enterprise Agreement (EA)identified as Enterprise Agreement No.330721.Esri has authorized County to Deploy ArcGIS Online to specific CVTs during the term of the EA. Deployment by County of ArcGIS Online to each CVT and CVTs use of ArcGIS Onlineis subject to the terms of License Agreement contained in the EA andthe additional requirements below.oo The CVT,identified below as a Licensee,represents that it has received and read the License Agreement and understands and agrees to be bound.bythe termsof the License Agreement and the below additional requirements for use of ArcGIS Online Deployed by County to it.CVT agrees that Esri may pursue remedies against CVT for material breach ofthe License Agreementorthe below additional requirements.All Deployments made by County to CVT will be made through County's centralized point of contact and will cease upon expiration orterminationofCountyEA.County shall pass through updates.and provide Tier 1 Support to CVT during the term of the EA for applicable ArcGIS Online use.© The following additional conditions apply:. (1)Beta licenses are not available during the term of the EA.Therefore,Section 1.4 Trial, Evaluation,and Beta Licenses,in the License Agreement does not apply to CVT. (2)Section 1.2.Consultant or Contractor Access in the License Agreement,is modified to add the following restriction:Access to and usé of any ArcGIS Onlineis restricted to use by consultants and contractors who are undercontract with CVT,for the solebenefitofCVTwhile(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)remotelyaccessingorusingEAProductsfromathirdparty's computers or machines.CVTshallrequireconsultantorcontractortodiscontinueaccesstoanduseofEAProducts upon completion of work for CVT.(3)CVT remains subject to Export Compliance requirements as outlined in the LicenseAgreement. (4)Transfer,redistribution,or assignment of ArcGIS Online and any EA Productto any third party without Esri's written permission-is prohibited. (S)During the term of the EA,licenses Deployed by County to CVT may be terminated if County or CVT is in material breach. (6)Any and all Amendments to License Agreementrelating to the use of ArcGIS Online signed by the County and Esri shall be binding on the CVT. (7)CVT,including its consultants,contractors,agents,and volunteers,shall not uploadto,process,or store in ArcGIS Online any Personalidentifying information (PID)asdefinedinMCL445.63,Protected Health Information (PHI)as defined in 45 CFR160.103,or CriminalJustice Information (CJI)defined as data or information governed by the CJIS Security Policy (which is currently foundat: https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center). LT,SERVICES AGREEMENT-EXHIBIT XI,ADDENDUM A Page 1 MR21258 =6/17/2021 ADDENDUM A CVT ACKNOWLEDGMENT STATEMENT (ArcGIS Online) In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement,the terms and conditionsof this documentshall have precedenceover those contained in the License Agreement.No other tights are granted to CVT underthis acknowledgment. ACCEPTED AND AGREED: (Wy of AQIS th s(CVT)) Signature:% Printed Name:Bapinck BacaCreat _ Title:Way ne Date:'AW WWTC& _LT.SERVICES AGREEMENT-EXHIBIT XI,ADDENDUM A Page 2MR21258 =6/17/2021 EXHIBIT XILT.SERVICES AGREEMENTDATASHARING INTRODUCTION The Enhanced Access to Public Records Act,1996 PA 462,MCL 15.44f1 et seq.,and the Urban Cooperation Act of 1967,1967 PA 7,MCL 124.501 et seq.,allow the County to make Access Oakland Products and data owned and maintained by the County on orin relation to its Geographic Information System (GIS)available to Public Body without fee or cost for the purposes and uses described in this Exhibit., 1.0 DEFINITIONS ae 1.1 "Geographic Information System Data"ot "GIS Data”means any output from the 2.0 3.0 MR 21258 Le 1.3 1.4 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 et seq.,for the purpose of making public records immediately available for public inspection or their purchase or copying by digital means,and available via the County's website. “Consultants,Contractors or Subcontractors”mean entities under contract to Public Body who use Access Oakland Products and/or GIS Data in or for performance of services pursuantto their contract with Public Body.— "Third Party"means a person who requests Access Oakland Products and/or GIS Data from Public Body andis.not a Public Bodyentity or a Consultant,Contractor or Subcontractor performing services for Public Body. COUNTY RESPONSIBILITIES ool The County may provide Public Body,without fee or cost,with data available asGISDataand/or Access Oakland Productsin retrievable form for public purposespermittedbylaw,including but not limited to assessing,planning,zoning, property'inspection,economic or community development,public safety,publicworks,parks and recreation,and engineering. PUBLIC BODY RESPONSIBILITIES aed 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,logosandservicemarks(collectively the “Content”)are ownedby the County or licensedtotheCountybypartieswhoowntheContent.The Content is protected bycopyright,trademark,and other intellectual property law.Public Body willcooperatepromptlywithanyreasonablerequestbytheCountyinanyinvestigationofpossibleinfringementofanyapplicablecopyrightorotherproprietaryrightrelatedtoPublicBody’s use of Access Oakland Products and/or GIS Data. "LT.SERVICES AGREEMENT-EXHIBIT XII ,Page | MR 21258 ue 3.3 3.4 3.5 3.6 6/17/2021 EXHIBIT XIILT.SERVICES AGREEMENTDATASHARING All requests for GIS data and/or Access Oakland Products for the uses specified inParagraph2.1 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 and requests for Access Oakland Products will be submitted to AccessOakland’s Account Services website.Either Party to this agreement may designateanotherindividualtomakeorreceivesuchrequestsbyprovidingpriorwrittennotice. Public Body will only use GIS Data and/or Access Oakland Products provided bytheCountyunderthisAgreementintheperformanceofPublicBody’s authorizedandpermittedduties.* Public Body may provide its Consultants,Contractors,or Subcontractors withaccesstotheGISDataand/or Access Oakland Products in accordance with all thefollowingconditions: 3.5.1 Public Body shall have its Consultants,Contractors,or Subcontractors signtheContractorDataSharingServicesAgreement,which is attached andincorporatedintothisExhibitasAttachmentA,and forward itto the CountyalongwithContractor’s required insurance documentation.The County willprovidethefullyexecutedContractorDataSharingServicesAgreementtoPublicBody.Public Body shall forward the fully executed Contractor DataSharingServicesAgreementtotheConsultant,Contractor,orSubcontractor.The Contractor Data Sharing Services Agreement must besignedbyCountyandContractor,prior to the Public Body’s Consultants,Contractors,or Subcontractors accessing or using the GIS Data and/orAccessOaklandProducts; 3.5.2 Public Body’s Consultants,Contractors,or Subcontractors shall refrainfromusingtheGISDataand/or Access Oakland Products for any purposeexceptwhatisauthorizedbyPublicBodyinrelationtotheperformanceofPublicBody’s official duties;and, 3.5.3.Public Body’s Consultants,Contractors,or Subcontractors shall delete,remove,andshall cease usingall copies of GIS Data and/or Access OaklandProducts,regardless of their form or method of storage,upon the completionorterminationofitsconsulting,contracting or subcontracting relationshipwithPublicBodyand/or the.completion of its assigned tasks or dutiesand/or termination of this Exhibit. County may,and reserves the rightto,implementfuture standards and guidelinesasneededforuseoftheGISDataand/or Access Oakland Products,including butnotlimitedto,limiting the number of Public Body’s or its Consultants,Contractors,or Subcontractors user accounts.In order to access and use the GIS Data and/orAccessOaklandProducts,,Public:Body and its Consultants,Contractors,orSubcontractorsshallagreetoandcomply.with new or different standards or "LT.SERVICES AGREEMENT-EXHIBIT XII ,Page 2 3.7 3.8 EXHIBIT XILT.SERVICES AGREEMENTDATASHARING guidelines that are provided to Public Body.Public Body shall provide any new ordifferentstandardsorguidelinestoitsConsultants,Contractors,or Subcontractors. Public Body shall immediately inform County via the Service Centerif any of itsemployees,Consultants,Contractors,or Subcontractors are no longer employed bythePublicBody,no longer require access to the GIS Data and/or Access OaklandProducts,or use the GIS Data and/or Access Oakland Products for any purposeexceptwhatisauthorizedbyPublicBodyinrelationtotheperformanceofPublicBody’s official duties.Te Public Body shall comply with all of the provisions in MCL 15.443 (1)(d).Exceptasprovidedinsection3.5 above,Public Body agrees that it shall refrain fromprovidingGISDataand/or Access Oakland Products to Third Parties,as that termisdefinedinMCL15.442(i).Public Body shall refer all requests by Third PartiestopurchaseorotherwiseacquireGISDataand/or Access Oakland Products toOaklandCounty.‘gad 4.0 SUPPORT The I.T.Service will be supported by County’s Information Technology (I.T.)Department as described in the Agreement. 5.0 SERVICE AND SUPPORT COSTS Thereis no cost to Public Body for this service.- 6.0 LICENSE USE AND ACCESS County grants to Public Body a nonexclusive license to use County developedapplicationsneededtoreceivethisI.T.Service.‘This license shall not be provided to anyotherpartywithoutCounty’s written consent. MR21258 =6/17/2021 LT.SERVICES AGREEMENT-EXHIBIT XI Page3 MR 21258 ATTACHMENTATOEXHIBITXII -I.T.SERVICES AGREEMENTDATASHARING, CONTRACTOR DATA SHARING SERVICES AGREEMENT This Contractor Data Sharing Services Agreement (herein referred to as the “Contractor Agreement”)is made between Oakland County,a-Constitutional and Municipal Corporation, 1200 North Telegraph,Pontiac,Michigan 48341 (the “County”)and (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 orcollectivelyas“Data Sharing Services”)pursuant to an agreement with the County;and B.WHEREAS,Public Body has requested and.authorized County to provide Data SharingServicestoContractor,in order for Contractor to fulfill its contractual obligations to PublicBody. C.WHEREAS,County is willing to provide Data Sharing Services to Contractor,subject to thefollowingtermsandconditions. NOW,THEREFORE,the Contractor and County,collectively referred to as the “Parties,”agreetothefollowing:a AGREEMENT 1.Definitions:In addition to the terms and expressions defined elsewhere in this ContractorAgreement,the following words and expressions are defined andinterpreted throughoutthisContractorAgreementas: 1.1 Access Oakland Product means anyspecially packaged public record,information orproduct,developed pursuant to MCL 15.441 er seq.,for the purpose of making publicrecordsimmediatelyavailableforpublicinspectionortheirpurchaseorcopyingbydigitalmeans,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,whether acting in their personal,representative,or official capacities.ContractorEmployee shall also include any personwhowasaContractorEmployeeatanytimeduringthetermofthisContractorAgreementbut,for any reason,is no longer employed,appointed,or elected in that capacity. I.T.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A .Pagel6/17/2021 MR 21258 ATTACHMENT A TO EXHIBIT XI - I.T.SERVICES AGREEMENT DATA SHARING. 1.3 Claims meanany alleged losses,claims,complaints,demandsfor relief or damages,suits,causes of action,proceedings,judgments,deficiencies,liability,penalties,litigation, costs,and expenses,including,but'not limited to,reimbursementfor reasonable attorneyfees,witness fees,court costs,investigation expenses,litigation expenses,amounts paidinsettlement,and/or other amounts or liabilities of any kind which are imposed on,incurred by,or asserted against the County,or for which the County may become legallyand/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 any such 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 appointed officials,directors,board members,council members,commissioners,authorities,committees,employees,agents,volunteers,and/or any such persons’successors. 1.5 Data Sharing Services means GIS Data sidlok Access Oakland Products. 1.6 Geographic Information System Data or GIS Data means any output from theCounty's computerized database,developed pursuant to MCL 15.441 et seq.,for thepurposeofmakingpublicrecordsimmediately:available for public inspection or theirpurchaseorcopyingbydigitalmeans.~ .Service Provided by County:County may provide Data Sharing Services to ContractorwithoutcosttoContractorduringthedurationofthisContractorAgreement,subject to anyothertermsorconditionsinthisContractorAgreement, Contractor’s Obligations:Contractor agrees that,when accessing or using Data SharingServices,Contractorshall:; 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 anymodifiedoralteredversionsofit,whether over 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 requiresaccessto the Data Sharing Services,ifthereisunauthorizeddisclosureoruseoftheDataSharingServices,or if any ContractorEmployeesviolatethetermsofthis'Contractor Agreement or amendmentsthereto; LT,SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A .Page 26/17/2021 MR 21258 ATTACHMENT ATOEXHIBITXII -I.T.SERVICES AGREEMENTDATASHARING. 3.5 Comply with any terms contained in any license agreements,service agreements, acceptable use policies,and similar termsof service that County must “pass through”to Contractorin order to provide Contractor‘with the Data Sharing Services.County will provide Contractor with a copy of any license agreements,service agreements,acceptable use policies,and similar terms of service that Sour must “pass through”to Contractor, if requested by Contractor; 3.6 Cease using,delete,and remove any and all Data Sharing Services or copies thereof, regardless of their form or method ae storage,upon the earliest of aeone of the following events: 3.6.1 Completion or termination of.Contractor’s consulting,contracting or subcontracting relationship with Public Body; 3.6.2 The completion of Contractor’s assigned tasks or duties for Public Body that involved the Data Sharing Services; 3.6.3 Public Body notifying Contractor that Public Body no longerhas 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 notlimitedtotext,data,photographs,maps,images,graphics,audio and video clips,trademarks,logosandservicemarks(collectively the “Content”)are owned by the County orlicensed to theCountybypartieswhoowntheContent:The Content is protected by copyright,trademark,andotherintellectual property law.Contractorwill cooperate promptly with any reasonablerequestbytheCountyinanyinvestigationofpossibleinfringementofanyapplicablecopyrightorotherproprietaryrightrelatedtoConmaelorsuseosDataSharingServices. .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,WHETHERORAL,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 es OR LOSS OF TRANSMITTEDINFORMATION. LT.SERVICES AGREEEMENT-EXHIEIT XII,ATTACHMENT A .Page36/17/2021 MR 21258 10. i. 12. 6/17/2021 ATTACHMENT A TO EXHIBIT XI . I.T.SERVICES AGREEMENT DATA SHARING. 5.2 USE OF THE DATA SHARING SERVICES IS AT CONTRACTOR’S OWN RISK.COUNTY WILL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONSCONTAINEDINTHESERVICE.~. 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 OTHER TORTIOUS ACTION,ARISING OUT OFORINCONNECTIONWITHTHEUSEORPERFORMANCEOFTHEDATASHARINGSERVICES. Maintenance or Modification:County may,without notice,perform maintenance on,or-modify the Data Sharing Services at any time.County may,withoutnotice,restrict or denyContractor’s access to the Data Sharing Services during any maintenance or modification. Compliance with Laws:Contractor shall comply with all federal,state,and local statutes,ordinances,regulations,and administrative rules:and requirements applicable to its activitiesperformedunderthisContractorAgreement. Auditing:County may conduct scheduled and unscheduled audits or scans to ensure theintegrityoftheDataSharingServicesandCounty’s compliance with Federal,State and locallawsandindustrystandards.4 my Delegation or Assignment:Contractor shall not delegate or assign any obligation or rightunderthisContractorAgreement. Indemnification:Contractor shall indemnify,defend,and hold the County harmless from allClaims,incurred by or asserted against the County by any person orentity,which are allegedtohavebeencauseddirectlyorindirectlyfromtheactsoromissionsofContractororContractor’s Employees.The County’s right to indemnification is in excess and above anyinsurancerights/policies required by this Contractor Agreement. Contractor Provided Insurance:Atall times during this Contractor Agreement,ContractorshallobtainandmaintaininsuranceaccordingtotherequirementslistedinAppendixA. Term:This Contractor Agreement shal]be effective when executed by all Parties,and shallremainineffectuntiltheearliestofanyoneofthefollowingevents: 12.1 Contractor completes or terminates its consulting,contracting or subcontractingrelationshipwithPublicBody;“" 12.2 Public Body notifying Contractor that Public Body no longer has an agreement with theCountytouseorhaveaccesstoDataSharingServices; I.T.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A -Page 4 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 Contractor Agreement immediately and withoutadvancenoticeforanyreason,including convenience.:Notice to Contractor terminatingthisContractorAgreementbyCountyshallbeinwritingandshallbepersonallydelivered,sent by express delivery service,certified mail,or first-class U.S.mail,postage prepaid,and addressed to the person and addresslisted below for Contractor.Contractor may changethepersonand/or address that notice shall be given to by providing the name of the newpersonand/or address to the County in writing. 13.2 By Contractor:Contractor may terminate this Contractor Agreement at any time and foranyreason,including convenience,upon sending written notice to County.The effectivedateofterminationshallbesevenbusiriessdaysaftersendingthenotice,or a later date ifclearlystatedinthewrittennotice. 14.Notices:Notices given under this Contractor’Agreement shall be in writing and shall bepersonallydelivered,sent by express delivery service,certified mail,or first-class U.S.mailpostageprepaid,and addressed to the person listed below.Notice will be deemed given onthedatewhenoneofthefollowingfirstoccur:(i)the date of actual receipt;(ii)the nextbusinessdaywhennoticeissentexpressdeliveryserviceorpersonaldelivery;or (iii)threedaysaftermailingfirstclassorcertifiedU.S.mail.~ 14.1 If Notice is sent to County,it shall be addressed and sentto:Director,Oakland CountyDepartmentofInformationTechnology,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 IfNotice is sent to Contractor,it shall be addressed to the person and address listed belowforContractor., 14.3 Either Party may change the individual to whom Notice is sent and/or the mailingaddressbynotifyingtheotherPartyinwritingofthechange. 15.Cumulative Remedies:A Party’s exercise of any remedy shall not preclude the exercise ofanyotherremedies,all of which shall be.cumulative.A Party shall have the right,in its solediscretion,to determine which remediesare to be exercised and in which order. 16.Governing Law/Consent to Jurisdiction and Venue:This Contractor Agreement shall begoverned,interpreted,and enforced bythe laws of the State.of Michigan.Any action broughttoenforce,interpret,or decide any claim arising underor related to this Contractor AgreementshallbebroughtintheSixthJudicialCircuitCourtoftheStateofMichigan,the 50th District LT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A 'Page5MR212586/17/2021 / ATTACHMENT A TO EXHIBIT XI . I.T.SERVICES.AGREEMENT DATA SHARING. Court of the State of Michigan,or the.United States District Court for the Eastern District ofMichigan,Souther Division,as dictated by the applicable jurisdiction of the court.Except asotherwiserequiredbylaworcourtrulé,venueisproperin the courts set forth above. 17.Modifications or Amendments:Any modifications,amendments,rescissions,waivers,orreleasestothisContractorAgreementmustbeinwritingandagreedtobyallParties. 18.Interpretation of Agreement:The language of this Contractor Agreementshall be construedasawholeaccordingtoitsfairmeaningandnotconstruedstrictlyfororagainstanyParty. 19.Waiver:Waiver of any term or condition underthis Contract must be in writing and noticegivenpursuanttothisContract.No written waiver,in one or more instances,shall be deemedorconstruedasacontinuingwaiverofanytermorconditionofthisContract.No waiver byeitherPartyshallsubsequentlyaffectitsrighttorequirestrictperformanceofthisContract. 20.Severability:If a court of competentjurisdiction finds a term or condition of this Contract tobeillegalorinvalid,then the term or condition shall be deemed severed from this Contract.All other termsor conditions shall remain in full force and effect.Notwithstanding the above,if Contactor’s promise to indemnify or hold the County harmless is foundillegal or invalid,Contractor shall contribute the maximum it is permitted to pay by law toward the payment andsatisfactionofanyClaimsagainsttheCounty.Big 21.Entire Agreement:This Contractor Agreement represents the entire agreement between thePartiesandsupersedesanyandallothercommunications,prior,contemporaneous orsubsequent.oe The Parties have taken all actions and secured all approvals necessary to authorize and completethisContractorAgreement.The personssigningthis Contractor Agreementon behalf of each PartyhavelegalauthoritytosignthisContractorAgreementandbindthePartiestothetermsandconditionscontainedherein.’a 2" FOR COUNTY:ao |.Executed by:Date:A y <(4 hy Title:So (Signature of Contractor’s Atrrr “evan _K.Parke:: (Print name) LT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A -Page 6MR212586/17/2021 ; ATTACHMENT.A TO EXHIBIT XT- I.T.SERVICES.AGREEMENT DATA SHARING May Or (Title).(000 Aulvser Hulls Drive PeciSicr PrllS |.|ane olirlaa (Address continued) LT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A 'Page 7MR212586/17/2021 j MR 21258 ATTACHMENT ATOEXHIBITXII:I.T.SERVICES AGREEMENTDATASHARING> _APPENDIX A: CONTRACTOR INSURANCE REQUIREMENTS Duringthis Contractor Agreement,the Contractor shall provide and maintain,at their ownexpense,all insurance as set forth and marked below,protecting the County against any Claims.The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including:(a)Premises and Operations;(b)Products and Completed Operations (including On and Off Premises Coverage);(c)Personal andAdvertisingInjury;(d)Broad Form Property Damage;(e)Independent Contractors;(f)BroadFormContractualincludingcoverageforobligationsassumedinthisContractorAgreement; $1,000,000 —Each Occurrence Limit o, $1,000,000 —Personal &Advertising Injury $2,000,000 —Products &Completed Operations Aggregate Limit $2,000,000 —General Aggregate Limit $100,000 —-Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’Compensation Insurance with limits.statutorily required by any applicable FederalorStateLawandEmployersLiabilityinsurancewithlimitsofnolessthan$500,000 eachaccident,$500,000 disease each employee,and $500,000 disease policy limit.Contractor mustalsosatisfyoneofthefollowing:an. 1.Fully Insured or State approved self-insurer;or | 2.Sole Proprietors must submit a signed Sole.Proprietor form;or 3.Exemptentities,Partnerships,LLC,etc.,must submit a State of Michigan form WC-337CertificateofExemption.. Commercial Automobile Liability Insurance covering bodily injury or property damagearisingoutoftheuseofanyowned,hired,or non-owned automobile with a combinedsinglelimitof$1,000,000 each accident.This requirementis waived if there are no company owned,hired or non-owned automobilesutilized in the performance of this Contractor Agreement. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 eachoccurrence.Umbrella or Excess Liability coverage shall be no less than following form ofprimarycoveragesorbroader.This Umbrella/Excess requirement may be met by increasing theprimaryCommercialGeneralLiabilitylimitstomeetthecombinedlimitrequirement. LT,SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT A ’Page 86/17/2021 : ATTACHMENT:ATOEXHIBITXI:I.T.SERVICES AGREEMENTDATASHARING~ Supplemental Coverages Required: Professional Liability/Errors &Omissions Insurance (Consultants,Technology Vendors,Architects,Engineers,Real Estate Agents,Insurance Agents,Attorneys,etc.)with minimum limits of $1,000,000 per claim and $1,000,000 aggregate;and 2.Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate.ees ; LT.SERVICES AGREEEMENT-EXHIBIT XI,ATTACHMENT A Page 9MR212586/17/2021 . ATTACHMENTA TO EXHIBIT XII I.T.SERVICES AGREEMENT DATA SHARING General Insurance Conditions The aforementioned insurance shall be endorsed,as applicable,and shall contain the followingterms,conditions,and/or endorsements.All certificates of insurance shall provide evidence ofcompliancewithallrequiredterms,conditions and/or endorsements. 1.All policies of insurance shall be on a primary,non-contributory basis with any otherinsuranceorself-insurance carried by the County;. 2.The insurance company(s)issuing the policy(s)shall have no recourse against the County forsubrogation(policy endorsed written waiver),premiums,deductibles,or assessments under any form.All policies shall be endorsed to provide a written waiver of subrogation in favoroftheCounty;, 3.Any and all deductibles or self-insuredretentions shall be assumed by and be at the sole risk of the Contractor;, 4.Contractors shall be responsible for their own property insurance for all equipment and personal property used and/orstored on County property;© 5.The Commercial General Liability and'Commercial Automobile Liability policies along withanyrequiredsupplementalcoveragesshallbeendorsedtonametheCountyofOaklandanditofficers,directors,employees,appointees and commissioners as additional insured wherepermittedbylawandpolicyform;oo 6.The Contractor shall require its contractors or sub-contractors,not protected underthe Contractor’s insurancepolicies,to procure and maintain insurance with coverages,limits,provisions,and/or clauses equal to those required in this Contract; 7.Certificates of insurance must be provided no less than ten (10)Business Dayspriorto theCounty’s execution of the Contractor Agreement and mustbear evidence ofall requiredterms,conditions and endorsements;.and ,. 8.All insurance carriers must be licensed and approved to dobusiness in the State of MichiganandshallhaveandmaintainaminimumA.M.Best’s rating of A-unless otherwise approvedbytheCountyRiskManagementDepartment. LT.SERVICES AGREEEMENT-EXHIBIT XII,ATTACHMENT APage10MR212586/17/2021 EXHIBIT XOLT.SERVICES AGREEMENTPICTOMETRYLICENSEDPRODUCTS INTRODUCTION Pictometry Licensed Products offers a Geographic Information System (GIS)solution that allowsauthorizeduserstoaccessPictometry-hosted high-resolution,orthogonal and oblique imagery. County entered into a contract (Contract No...004939)with Pictometry International Corp.(“Pictometry”),which contains several license agreements (“License Agreements”),to whichCountywillprovidePublicBodywithaccess.The License Agreements permit County access toanduseofthePictometryLicensedProductsthataredescribedintheLicenseAgreements.TheLicenseAgreementsalsoallowtheCountytoprovidePublicBodywithaccesstoanduseofPictometryLicensedProductsthatare‘specified in the Pictometry Authorized SubdivisionAgreement(“Licensed Products”),which is attached and incorporated into this Exhibit asAttachmentA.M The Parties desire for Public Body to be authorized to access and use the Licensed Products subjecttotheapplicablelicensesandconditionsstatedinthisExhibit.County will provide Public BodywithaccesstotheLicensedProductswithoutPublicBodyhavingtopurchasetheLicensedProducts.ee 1.OAKLAND COUNTY RESPONSIBILITIES 1.1.Access and Use.County shall provide Public Body with access to Licensed ProductswithoutfeeorcosttoPublicBody.County will only provide Public Body with accesstotheLicensedProductswhenthePictometryAuthorizedSubdivisionAgreementoranequivalentagreementisineffect.|a 1.2.Access Management.County will provide Public Body with access to the LicensedProductsthroughCounty’s Service Center. 1.3.Administration of Pictometry Authorized Subdivision Agreement.After Public BodySignsandprovidestheCountywiththesignedoriginalPictometryAuthorizedSubdivisionAgreement(Attachment A)in accordance with paragraph 2.1,County shallprovidethePictometryAuthorizedSubdivisionAgreementsignedbyPublicBodytoPictometryforitssignature.After Pictometry signs and provides the PictometryAuthorizedSubdivisionAgreementtoCounty,County will provide a copy ofthe fullyexecutedPictometryAuthorizedSubdivisionAgreementtoPublicBody. 1.4.Administration of Pictometry Authorized Sub-User Agreement.After Public BodyprovidesCountywiththesignedoriginalPictometryAuthorizedSub-User Agreement(whichis attached and incorporated into this:Exhibit as Attachment B)in accordancewithparagraph2.2,County shall provide the Pictometry Authorized Sub-UserAgreementsignedbythecontractortoPictometryforitssignature.After PictometrysignsandprovidesthePictometryAuthorizedSub-User Agreement to County,CountywillprovideacopyofthefullyexecutedPictometryAuthorizedSub-User AgreementtoPublicBody.Public Body shall provide a copyof the fully executed PictometryAuthorizedSub-User Agreementto the contractor. I.T.SERVICES AGREEMENT-EXHIBIT XI'Page 1 -MR21258 =6/17/2021 : EXHIBIT XULT.SERVICES AGREEMENTPICTOMETRYLICENSEDPRODUCTS 2.PUBLIC BODY RESPONSIBILITIES Sele 2.2. Dads 2.4. 2% MR 21258 6/17/2021 Execution of Pictometry Authorized Subdivision Agreement.Prior to County providingPublicBodywithaccesstothe,Licensed Products,Public Body shall sign and providetheCountywiththesignedoriginalPictometryAuthorizedSubdivisionAgreement(Attachment A). Execution of Pictometry Authorized Sub-User Agreement.County may provide accesstotheLicensedProductstoacontractorofthePublicBodysolelyforthepurposeofallowingcontractortofulfillitscontractualobligationstoPublicBody.Prior to CountyprovidingaccesstotheLicensedProductstoacontractorofPublicBody,Public BodyshallprovidethecontractorwithacopyoftheLicenseAgreementsandthePictometryAuthorizedSub-User Agreement,the contractorshall sign and provide the Public BodywiththesignedoriginalPictometryAuthorizedSub-User Agreement (Attachment B),and Public Body shall provide the County with the signed original PictometryAuthorizedSub-User Agreement.~: Public Body Compliance.Public Body shall comply with the terms and conditions inthisExhibit,the Pictometry'Authorized.Subdivision Agreement,the LicenseAgreements,any new agreement mentioned in paragraph 2.5,and any applicable laws,rules,and régulations when accessing orusing the Licensed Products.Public Body’saccessanduseoftheLicensedProductsmaybesuspendedorterminatedifCountyisinbreachoftheLicenseAgreements-orif Public Bodyis in breach of this Exhibit,thePictometry.Authorized Subdivision Agreement,the License Agreements,any newagreementmentionedinparagraph2.5,or any applicable laws,rules,and regulationswhenaccessingorusingtheLicensedProducts.Public Body acknowledges and agreesthatithasreceivedandreviewedtheLicenseAgreements. Amendments to License Agreements.In orderto access and use the Licensed Products,Public Body and its contractor(s)shall agree to and comply with any and allamendmentstotheLicenseAgreements.County will provide Public Body with accesstoamendmentstotheLicenseAgreementsthatareapplicabletoPublicBody’s accesstooruseoftheLicensedProducts.County will provide notice to Public Body whenitbecomesawareofapplicableamendmentstothetermsandconditionsoftheLicenseAgreements.Public Body shall notify its contractors when Public Body becomes awareofapplicableamendmentstothetermsandconditionsoftheLicenseAgreements. New Agreements.County may enterinto new agreements in the future with PictometryinvolvingtheLicensedProductsorsimilarproducts.New agreements between theCountyandPictometrymayrequirePublicBodyoritscontractor(s).to agree to and signGfnecessary)new Pictometry.Authorized Subdivision Agreements,PictometryAuthorizedSub-User Agreements,License Agreements,or other equivalent or relatedagreements.In order to access and use the Licensed Products or similar products,PublicBodyanditscontractor(s)shall agreeto and comply with new Pictometry AuthorizedSubdivisionAgreements,Pictometry Authorized’Sub-User Agreements,LicenseAgreements,or other equivalent or related agreements,to which County will providePublicBodywithaccess.County will provide.notice to Public Body when it becomesawarethatPublicBodyanditscontractor(s)must comply with any new agreements. LT.SERVICES AGREEMENT-EXHIBIT AUI Page 2 | 2.6. 2.1. EXHIBIT XDILT.SERVICES AGREEMENTPICTOMETRYLICENSEDPRODUCTS Public Body shall notify its contractors when Public Body becomes aware that itscontractorsmustcomplywithnewagreements. Future Standards and Guidelines.County may,and reserves the right to,implementfuturestandardsandguidelinesasneededforuseoftheLicensedProductsorsimilarproducts,including but not limited to,limiting the number of Public Body’s or acontractor’s authorized user accounts.In orderto access anduse the Licensed Productsorsimilarproducts,Public Body and/or its contractor(s)shall agree to and comply withnewordifferentstandardsorguidelinesthatareprovidedtoPublicBody.Public Bodyshallprovideanynewordifferentstandardsor’guidelinesto its contractors. Account Notification Requirements.Public Body shall immediately inform County viatheServiceCenterifanyemployeeorcontractorofPublicBodyisnolongeremployedbythePublicBody,no longer requires access to the Licensed Products,or breachesthisExhibit,the Pictometry Authorized Subdivision Agreement,the P ictometry AuthorizedSub-User Agreement,the License Agreements,any applicable amendments to thoseagreements,or any new agreement mentioned in paragraph 2.5.County may requirePublicBodytoverifyitsinventoryofactivePublicBodyandcontractoruseraccountsperiodically.oe 3.SUPPORT The LT.Service will be supported by County’s Information Technology (LT.)DepartmentasdescribedintheAgreement. 4.SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. 5.LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use County developed softwareapplications,if any,neededto receive this I.T.Service.This license cannot be provided toanyotherpartywithoutCounty’s advance written consent. MR 21258 6/17/2021 LT.SERVICES AGREEMENT-EXHIBIT XIII Page 3 ATTACHMENT A “EXHIBIT XIII.° IT.SERVICES AGREEMENT PICTOMETRYLICENSED PRODUCTS PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT Amore’ee Name:Cohy |Ai Dy \ter 44|\ Authorized Subdivision Address:|ey LL ||G De Ve. Pookarr IIs Uy AK309arothd@cocheHiLIS.ovaAuthorizedsubdwisionPhoneOD.Jaegag:fy]2071S Authorized Subdivision Attn:Terecin aot) Authorized Subdivision Email Address: Pictometry Licensed Products:Delivered Content,Online Services,Web Visualization Offering This Pictometry Authorized Subdivision Agreement (this “Agreement’”)is entered into by and betweenPictometryInternationalCorp.,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,M ichigan (the “County”)entered into a licenseagreementdatedDecember1,2016 (the “County Agreement”)providing the County licensed access toanduseofcertainPictometryproductsidentifiedabove(“Pictometry Licensed Products”)and-theCountyhasrequestedthatPictometryauthorizeAuthorizedSubdivisiontohaveaccesstoanduse of thePictometryLicensedProductspursuanttotheCountyAgreement;and Now therefore,PiCtOMnEEy 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 withdrawsits authorization allowingAuthorizedSubdivisionaccessanduseofthePictometryLicensedProducts(c)breach by theCountyoftheCountyAgreement,or (d)breach of this Agreement by Authorized Subdivision; 2.Authorized Subdivision agrees to be bound by the terms and conditions set forth in theCountyAgreement,which is made part ofthis espa aa 3.Authorized Subdivision is hereby authorized to access aad use the Pictometry Licensed Products in accordance with the terms ofthis Agreement; EXHIBIT XIlI-l.T.SERVICES AGREEMENTPICTOMETRYLICENSEDPRODUCTS MR 21258 6/17/2021 ‘:4 ATTACHMENT A 4.Pictometry shall have no oblleation’to provide me 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 Agreementshall be in Sorting 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:vo Signature: Name:P ‘/x i Name: Title:Mos oF Title: Date::Date: Effective Date: EXHIBIT XIII-.T.SERVICES AGREEMENT PICTOMETRYLICENSED PRODUCTS MR 21258 6/17/2021 ATTACHMENT B EXHIBITXIII IT.SERVICES AGREEMENT PICTOMETRYLICENSED PRODUCTS PICTOMETRY AUTHORIZED CO NTRACTOR 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 MethodistHill Drive, Rochester,New York 14623 (“Pictometry”)and the party identified above (“Contractor”)and is effective beginning on the Effective Datelisted above for the Term as set forth above,at which time this Agreementwill automatically terminate. Whereas Pictometry and the Countyof Oakland,Michigan previously entered into a license agreement wherein the Governmental Entity identified above was given access to and use ofcertain 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 orderforContractortofulfillitscontractualobligationstotheGovernmentalEntity. 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 vad 1.1 Contractor may use the Pictometry Licensed Products solely for the purpose of fulfilling itscontractualobligationstotheGovernmentalEntityatitsdirection. 1.2 All right,title,and interest (includingall copyrights,trademarks and other intellectual propertyrights)in the Pictometry Licensed Products belong to Pictometry or its third party. EXHIBIT XIll-I.T.SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS MR 21258 6/17/2021 _—es .6 ATTACHMENTB 1.3 1.4 15 2 Disclaimers 2.4 2.2. 2.3 2.4 2.5 2.6 2.7 2.8 2.9 suppliers.Contractor shall not acquire any proprietary interest in the Pictometry Licensed Products or any copies thereof. Contractor shall not make the Pictometry Licensed Productsavailable 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).. 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 withordisableanysecurityormonitoringfeatureswithinthePictometryLicensedProducts.Pictometry shall have no obligations to provide the Pictometry Licensed Products to Contractor. The Pictometry Licensed Products are provided for visualization purposes only,are not authoritative or definitive,and do not constitute professional engineering or surveyingservices.. The Pictometry Licensed Products are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu ofa professional surveywheretheaccuracyofmeasurements,distance,height,angle,area and volume,may havesignificantconsequences. All measurements and reports generated by the Pictometry Licensed Products are based upon second order visualization and measurement data that do not provide authoritativeordefinitivemeasurementresultssuitableforprofessionalsneinesringorsurveying purposes.' Contour information obtained from the Pictometiy Licensed Products is generated fromundersampledelevationdata,is provided for informational purposes only,and is not suitable for use as the basis for hydrographic computations,estimations oranalyses. While the Pictometry Licensed Products may be considered useful supplementsfor lifecriticalapplications,they are not designed or maintained to support such applications andPictometryanditsthird-party suppliers:of the Pictometry Licensed Products herebydisclaimallliabilityfordamagesclaimsandexpensesarisingfromsuchuse.Contractor's reliance on the Pictometry Licensed Products should only be undertaken after an independent review of their accuracy,completeness,efficacy,timeliness andadequacyforContractor’s intended purpose. Pictometry and each third-party supplier of any portion of the Pictometry Licensed Products assume no responsibility for any Econsequences resulting from the use of thePictometryLicensedProducts.'. Pictometry and each third-party supplier of anyy portion of the Pictometry LicensedProductsherebydisclaimallliabilityfordamages,claims and expenses arising from orinanywayrelatedtotheaccuracyoravailabilityofthePictometryLicensedProducts.Contractor waives any and all rights Contractor may have against Pictometry,eachthird-party supplier of any portion of the Pictometry Licensed Products,and each oftheirdirectors,officers,members and employees,arising out of use of or reliance uponthePictometryLicensedProducts. EXHIBIT XIII-.T.SERVICES AGREEMENTPICTOMETRYLICENSEDPRODUCTS MR 21258 6/17/2021 ee 7 ATTACHMENTB 3 Warranty 3.1 THE PICTOMETRY LICENSED PRODUCTS.ARE PROVIDED ON AN "ASIS","AS AVAILABLE"BASIS AND PICTOMETRY AND EACH THIRD-PARTY SUPPLIER OF THE:PICTOMETRYLICENSED PRODUCTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES,INCLUDINGTHE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4 Limitation ofLiability 4.1 4.2 4.3 4.4 No Covered Party (as defined below)shall be liable for any loss,injury,claim,liability,or damageof anykind 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 completenessof the Pictometry Licensed Products,all regardless of whetheryou received assistancein 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. "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. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANYCLAIMARISINGOUTOFORRELATINGTOTHEPICTOMETRYLICENSEDPRODUCTSORTHIS AGREEMENT EXCEED ONE THOUSAND DOLLARS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW,THE COVERED PARTIES SHALL NOTBE 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 PICTOMETRYLICENSEDPRODUCTS,OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS.OBLIGATIONS. 5 Miscellaneous 5.1 Contractor acknowledges and agrees that a breach af this Agreement by Contractor may Cause severe and irreparable damageto Pictometry which may be difficult to measure with certainty or to compensate through damages.In the event ofany breach of this AgreementbyContractor,Contractor agrees that Pictometry is authorized and entitled to seek preliminary and/or permanent injunctive relief,as well as any other relief permitted byapplicablelaw.Contractor hereby’waives the necessity of the posting of any form of bondrelatingtotheissuanceofinjunctiverelief. EXHIBIT XIll-I.T.SERVICES AGREEMENTPICTOMETRYLICENSEDPRODUCTS MR 21258 6/17/2021 —oo .8 ATTACHMENT B ~ 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 Pictometry may terminate this Agreement at any time with or without cause upon ten (10)days written notice to the Contractor. Upon expiration or termination of this Agreement,or in the event that Contractor is inviolationofanyofthetermsorconditionssetforthiinthisAgreementortheGovernmental Entity is in violation of its Agreement with Pictometry,the Contractor shall immediatelyceaseuseofallPictometryLicensedProducts,purge all Pictometry Licensed Products off ofitsrespectivecomputers/servers and return all Pictometry Licensed Products toPictometry.Contractor shall not assign or otherwise transfer its rights or delegate its duties under this Agreement. All notices under this Agreement shall beiin writing and shall be sent to the respectiveaddressessetforthabove.Notices shall be given ‘by any of the following methods:personaldelivery;reputable express courier providing written receipt;or postage-paid certified orregisteredUnitedStatesmail,return receipt requested.Notice shall be deemed given whenactuallyreceivedorwhendeliveryisrefused. Any extensions or modifications of this Agreement mustbe in writing and signed by dulyauthorizedofficersofPictometryandtheContractor. This Agreementshall be governed byand interpreted in accordancewith the laws of theStateofNewYork,excluding its conflicts of law principles. The waiver byeither party of any default by the other shall not waive subsequent defaults ofthesameordifferentkind. In the event that anyofthe provisions of this Agreement shall be held by a court or othertribunalofcompetentjurisdictiontobeunenforceable,such provision will be enforced tothemaximumextentpermissibleandtheremainingportionsofthisAgreementshallremaininfullforceandeffect. This Agreementshall become effective upon execution by duly authorized officers of AuthorizedSubdivisionandPictometryandreceiptbyPictometryofsuchayexecuteddocument,such date ofreceiptbyPictometrybeingthe“Effective Date.” Contractor Signature: Name: Title: Date:\T Wy Z aC Date: Pictometry International Corp. Signature:| Buyan KAaroede NM Mayo a Effective Date: EXHIBIT XIII-IT.SERVICES:AGREEMENTPICTOMETRYLICENSEDPRODUCTS MR 21258 6/17/2021 :,“9