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HomeMy WebLinkAboutInterlocal Agreements - 2021.06.17 - 40983DeeAreeetattainaiid itttte teteratbeteneareteet MISCELLANEOUS RESOLUTION :|#21288 June 17,2021 BY:Commissioner Gwen Markham,Chairperson,Finance Committee IN RE:INFORMATION TECHNOLOGY —MODIFICATIONS TO COMPREHENSIVE I.T.SERVICES INTERLOCAL AGREEMENT To the Oakland County Board of Commissioners Chairperson,Ladies and Gentlemen: WHEREASthe Board of Commissioners,pursuant to Miscellaneous Resolution #12153 and #17263, approved the Department of Information Technology's Comprehensive Information Technology Services Agreementenabling the Department to make additional technology services available to public bodies;and WHEREAS the Department of Information Technology has made the following modifications to the Comprehensive I.T.Services Interlocal Agreement and Exhibits: e Agreement Updated references to Browser.Standards required to use the services, Exhibit |-Updated the County’s Cost for Transactional Fees, Exhibit ll -Updated the County's Cost for Transactional Fees, Exhibit tll -Updated the County's Cost for Transactional Fees, Exhibit lV -Remove the third-party vendor that is no longer in use, Exhibit V —Removed references to the Public List of Contracts that no longer exists, Exhibit Xl -Removed references to the.Public List of Contracts that no longer exists, Exhibit XIII -Removed references to the Public List of Contracts that no longer exists, Exhibit X —Adopt new Exhibit and Addendum as appraved by the CLEMIS Strategic Planning Committee and CLEMIS Advisory Committee, All Exhibits -Updated section titles and references for consistency across all exhibits. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners approves the attached Comprehensive Information Technology Services Agreement offering the I.T.Services of Online Payments,Over the Counter Payments,Pay Local Taxes,Jury Management System,Collaborative Asset Management System,Remedial Support Services,Data Center Services,Oaknet Connectivity,Internet Service,CLEMIS,ArcGIS Online,Data Sharing,Pictometry Licensed Products,and Security Best Practice Advice with fees described in the Exhibits. BE IT FURTHER RESOLVED that the Board of Commissioners authorizes the Chairperson of the Board to execute the Agreements with any Michigan public body that agrees to enter into a Comprehensive Information Technology Services Agreement.' Chairperson,on behalf of the Finance Committee,|move the adoption of the foregoing resolution. ar,ah ‘Commissioner Gwen Markham,District #9 Chairperson,Finance Committeeeeeeeeee#ee®eFINANCE COMMITTEE VOTE: Motion carried unanimously on a roll call vote. Resolution #21258 :a June 17,2021 Moved by Gingell seconded by Hoffman the resolutions on the amended Consent Agenda be adopted. AYES:Charles;Gershenson,.Gingell,Hoffman,Jackson,Joliat,Kochenderfer,Kowall,Kuhn, Long,Luebs,Markham,McGillivray,.Miller,Moss,Nelson,Spisz,Weipert,Woodward,Cavell.(20) NAYS:None.(0)’ A sufficient majority having votedin favor,the resolutions on the amended Consent Agenda were adopted. _.HEREBY APPROVE THIS RESOLUTION CHIEF DEPUTY COUNTY EXECUTIVE ACTING PURSUANT TO MGCL 45.559A(7) STATE OF MICHIGAN): COUNTY OF OAKLAND) |,Lisa Brown,Clerk of the County of Oakland,do hereby certify that the foregoing resolution is a true andaccuratecopyofaresolutionadoptedbytheOaklandCountyBoardofCommissionersonJune17,2021,with the original record thereof now remaining in my office. In Testimony Whereof,|have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac,Michigan this 17"day of June,2021, Lisa Brown,Oakland County February 13, 2024 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 with the County of Oakland and the Charter Township of Oxford, 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 Curtis Wright, Clerk, Charter Township of Oxford Enclosures 1.9.7. Data Center Use & Services means providing space for Public Body's equipment in County's Data Center and access to electrical power and backup power. 1.9.8. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digital information whether leased or owned by County. 1.9.9. Internet Service means access to the Internet from Public Body's work stations. Access from the Internet to Public Body's applications, whether at County or at Public Body (hosting), is not included. 1. 9 .10. CLEMIS means the Court and Law Enforcement Management Information System, an information management system comprised of specific software applications (CLEMIS Applications) operated and maintained by the CLEMIS Division of County. 1. 9 .11. ArcGIS Online means the ability to access a web based, collaborative Geogũaphšc Information System (GIS) that allows users having an ArcGIS Online (AGO) Named User account to create and share maps, applications ( apps ), layers, analytics, and data in Environmental Systems Research Institute, Inc.' s ("ESRI") secure cloud. 1.9 .12. Data Sharing means the ability for the Public Body to utilize Access Oakland Products and datŶ owned and maintained by the County on or in relation to its Geographic Information System (GIS). 1.9 .13. Pictometry Licensed Products means the ability to use a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high­ resolution, orthogonal and oblique imagery. 1.9 .14. Security Best Practices Advice means providing information on tools that may be used to enhance network security posture. l.10. Service Center means the location of technical support and information provided by County's Department of!nformation Technology. 1.11. Exhibits mean the following descriptions ofl.T. Services which are governed by this Agreement only if they are attached to this Agreement and selected below or added at a later date by a formal an1endment to this Agreement: Exhibit I: Online Payments Exhibit II: Over The Counter Payments Exhibit III: Pay Local Taxes Exhibit IV: Jury Management System Exhibit V: Collaborative Asset Management System (CAMS) Exhibit VI: Remedial Support Services Exhibit VII: Data Center Use and Services Exhibit VIII: Oaknet Connectivity Exhibit IX: Internet Service Exhibit X: CLEMIS Page 3 of 12 l.T. SERVICES -INTERLOCAL AGREEMENT MR 21258 6/17/2021 David T. Woodward (Jan 30, 2024 11:22 EST)Jan 30, 2024 Jan 30, 2024 EXHIBIT XI I.T. SERVICES AGREEMENT ArcGIS ONLINE I.T. SERVICES AGREEMENT – EXHIBIT XI Page 1 INTRODUCTION ArcGIS Online (“AGO”) is a web based, collaborative Geographic Information System (GIS) that allows users having an AGO Named User account to create and share maps, applications (apps), layers, analytics, and data in Environmental Systems Research Institute, Inc.’s (“ESRI”) secure cloud. County entered into an agreement with ESRI that permits County to deploy AGO to Public Body (County Contract No. 005562, Enterprise Agreement No. 00270489.0, and herein referred to as the “Enterprise Agreement,” to which the County will provide Public Body with access. The Parties desire for Public Body to be authorized to access and use AGO as specified in the Enterprise Agreement. County will provide Public Body with AGO Named User accounts that will allow Public Body to access the County’s AGO portal without having to purchase, manage or maintain its own AGO Named User accounts. The Enterprise Agreement includes a License Agreement (herein referred to as the “License Agreement”) and a CVT Acknowledgment Statement, which is attached and incorporated as Addendum A, that Public Body must comply with in order to access and use AGO. 1.0 DEFINITIONS 1.1 "Deploy," "Deployment," or "Deployed" means County assigning, managing, and maintaining AGO Named User accounts for access to and use of County’s AGO portal by Public Body. 1.2 "Tier 1 Support" means the Technical Support provided via the Oakland County Service Center to Public Body to resolve reported incidents involving Public Body’s access to or use of County’s AGO portal. 2.0 COUNTY RESPONSIBILITIES 2.1 County will deploy AGO Named User accounts to Public Body through County’s Service Center as specified in the Enterprise and License Agreements without fee or cost to Public Body. 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 this Exhibit. 3.0 PUBLIC BODY RESPONSIBILITIES 3.1 Public Body Compliance. Public Body and its employees and contractors shall comply with the terms and conditions in this Exhibit, the CVT Acknowledgement Statement, the License Agreement, any amendments or new agreements mentioned in this Exhibit, and any applicable laws, rules, and regulations when accessing or EXHIBIT XI I.T. SERVICES AGREEMENT ArcGIS ONLINE I.T. SERVICES AGREEMENT – EXHIBIT XI Page 2 using AGO. Public Body’s access and use of AGO may be suspended or terminated if County is in breach of the Enterprise Agreement or if Public Body is in breach of this Exhibit, the CVT Acknowledgement Statement, the License Agreement, any amendment or new agreements mentioned in this Exhibit, or any applicable laws, rules, and regulations when accessing or using AGO. Public Body acknowledges and agrees that it has reviewed the License Agreement. 3.2 Amendments to Enterprise or License Agreements. In order to access and use AGO, Public Body shall agree to and comply with any and all amendments to the Enterprise or License Agreements relating to the access or use of AGO. County will provide Public Body with access to amendments to the Enterprise or License Agreements that are applicable to Public Body’s access to or use of AGO. County will use reasonable efforts to provide notice to Public Body when County becomes aware of applicable amendments to the terms and conditions of the Enterprise or License Agreements. 3.3 New Agreements. County may enter into new agreements in the future with ESRI involving AGO. New agreements between County and ESRI may require Public Body to agree to and sign (if necessary) new CVT Acknowledgment Statements, License Agreements, or other equivalent or similar agreements. In order to access and use AGO, Public Body shall agree to and comply with new CVT Acknowledgment Statements, License Agreements, or other equivalent or similar agreements. County will provide Public Body with access to the new agreements that Public Body is required to comply with. County will use reasonable efforts to provide notice to Public Body when it becomes aware that Public Body must comply with any new agreements. 3.4 Future Standards and Guidelines. County may, and reserves the right to, implement future standards and guidelines as needed for use of AGO, including but not limited to, restricting Public Body’s AGO credit consumption or designating Public Body’s employees and contractors that may report AGO incidents to the Service Center. In order to access and use AGO, Public Body shall agree to and comply with new or different standards or guidelines that are provided to Public Body. 3.5 Identity & Access Management (“IAM”) Self Service Registration. All employees and contractors of Public Body must create an IAM account through Service Center’s self- registration to access or use AGO. 3.6 Account Notification Requirements. Public Body shall immediately inform County via the Service Center if any employee or contractor of Public Body is no longer employed by the Public Body, no longer requires access to the AGO portal, or breaches this Exhibit, the CVT Acknowledgement Statement, the Enterprise or License Agreements, any applicable amendments to those agreements, or any new agreement mentioned in this Exhibit. County may require Public Body to verify its inventory of active Public Body AGO Named User accounts periodically. EXHIBIT XI I.T. SERVICES AGREEMENT ArcGIS ONLINE I.T. SERVICES AGREEMENT – EXHIBIT XI Page 3 3.7 Prohibition on Storing Certain Data in AGO. Public Body shall not upload to, process, use, or store in AGO any of the following: Personal information (PI) or Personal identifying information (PII) as those terms are defined in MCL 445.63, Protected Health Information (PHI) as defined in 45 CFR 160.103, or Criminal Justice Information (CJI) which is defined as data or information governed by the CJIS Security Policy (currently found at: https://www.fbi.gov/services/cjis/cjis- security-policy-resource-center). 4.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. County’s Information Technology (I.T.) Department will pass through updates and provide Tier 1 Support to Public Body for applicable AGO use. 5.0 SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. 6.0 EXECUTION OF CVT ACKNOWLEDGEMENT STATEMENT Public Body shall sign and provide the County with the signed original CVT Acknowledgement Statement (Addendum A), prior to County deploying AGO Named User accounts to Public Body. The CVT Acknowledgement Statement must be signed by an authorized representative of Public Body. After Public Body signs and provides the County with the signed original CVT Acknowledgement Statement (Addendum A), County will provide the CVT Acknowledgement Statement signed by Public Body to ESRI. 7.0 LICENSE USE AND ACCESS County grants to Public Body a nonexclusive license to use County developed applications needed to receive this I.T. Service. This license cannot be provided to any other party without County’s consent in writing. I.T. SERVICES AGREEMENT-EXHIBIT XI, ADDENDUM A Page 1 ADDENDUM A CVT ACKNOWLEDGMENT STATEMENT (ArcGIS Online) Environmental Systems Research Institute, Inc. ("Esri"), having an address at 380 New York Street, Redlands, CA 92373 and County of Oakland, MI ("County"), have entered into an Enterprise Agreement (EA) identified as Enterprise Agreement No. 330721. Esri has authorized County to Deploy ArcGIS Online to specific CVTs during the term of the EA. Deployment by County of ArcGIS Online to each CVT and CVTs use of ArcGIS Online is subject to the terms of License Agreement contained in the EA and the additional requirements below. The CVT, identified below as a Licensee, represents that it has received and read the License Agreement and understands and agrees to be bound by the terms of the License Agreement and the below additional requirements for use of ArcGIS Online Deployed by County to it. CVT agrees that Esri may pursue remedies against CVT for material breach of the License Agreement or the below additional requirements. All Deployments made by County to CVT will be made through County's centralized point of contact and will cease upon expiration or termination of County EA. County shall pass through updates and provide Tier 1 Support to CVT during the term of the EA for applicable ArcGIS Online use. The following additional conditions apply: (1)Beta licenses are not available during the term of the EA. Therefore, Section 1.4 Trial, Evaluation, and Beta Licenses, in the License Agreement does not apply to CVT. (2)Section 1.2. Consultant or Contractor Access in the License Agreement, is modified to add the following restriction: Access to and use of any ArcGIS Online is restricted to use by consultants and contractors who are under contract with CVT, for the sole benefit of CVT while (i) working on-site at CVT’s facilities; (ii) remotely accessing or using ArcGIS Online from CVT’s on-site computers or machines; or (iii) remotely accessing or using EA Products from a third party's computers or machines. CVT shall require consultant or contractor to discontinue access to and use of EA Products upon completion of work for CVT. (3)CVT remains subject to Export Compliance requirements as outlined in the LicenseAgreement. (4)Transfer, redistribution, or assignment of ArcGIS Online and any EA Product to any third party without Esri's written permission is prohibited. (5)During the term of the EA, licenses Deployed by County to CVT may be terminated if County or CVT is in material breach. (6)Any and all Amendments to License Agreement relating to the use of ArcGIS Online signed by the County and Esri shall be binding on the CVT. (7)CVT, including its consultants, contractors, agents, and volunteers, shall not upload to, process, or store in ArcGIS Online any Personal identifying information (PII) as defined in MCL 445.63, Protected Health Information (PHI) as defined in 45 CFR 160.103, or Criminal Justice Information (CJI) defined as data or information governed by the CJIS Security Policy (which is currently found at: https://www.fbi.gov/services/cjis/cjis-security-policy-resource-center). I.T. SERVICES AGREEMENT-EXHIBIT XI, ADDENDUM A Page 2 ADDENDUM ACVT ACKNOWLEDGMENT STATEMENT (ArcGIS Online) In the event of a conflict in the terms and conditions of this acknowledgment and the License Agreement, the terms and conditions of this document shall have precedence over those contained in the License Agreement. No other rights are granted to CVT under this acknowledgment. ACCEPTED AND AGREED: (CVT) Signature: Printed Name: Title: Date: I.T. SERVICES AGREEMENT-EXHIBIT XII Page 1 EXHIBIT XII I.T. SERVICES AGREEMENT DATA SHARING INTRODUCTION The Enhanced Access to Public Records Act, 1996 PA 462, MCL 15.44f1 et seq., and the Urban Cooperation Act of 1967, 1967 PA 7, MCL 124.501 et seq., allow the County to make Access Oakland Products and data owned and maintained by the County on or in relation to its Geographic Information System (GIS) available to Public Body without fee or cost for the purposes and uses described in this Exhibit. 1.0 DEFINITIONS 1.1 "Geographic Information System Data" or "GIS Data" means any output from the County's computerized database, developed pursuant to MCL 15.441 et seq., for the purpose of making public records immediately available for public inspection or their purchase or copying by digital means. 1.2 "Access Oakland Product" means any specially packaged public record, information or product, developed pursuant to MCL 15.441 et seq., for the purpose of making public records immediately available for public inspection or their purchase or copying by digital means, and available via the County's website. 1.3 “Consultants, Contractors or Subcontractors” mean entities under contract to Public Body who use Access Oakland Products and/or GIS Data in or for performance of services pursuant to their contract with Public Body. 1.4 "Third Party" means a person who requests Access Oakland Products and/or GIS Data from Public Body and is not a Public Body entity or a Consultant, Contractor or Subcontractor performing services for Public Body. 2.0 COUNTY RESPONSIBILITIES 2.1 The County may provide Public Body, without fee or cost, with data available as GIS Data and/or Access Oakland Products in retrievable form for public purposes permitted by law, including but not limited to assessing, planning, zoning, property inspection, economic or community development, public safety, public works, parks and recreation, and engineering. 3.0 PUBLIC BODY RESPONSIBILITIES 3.1 All of the Access Oakland Products and GIS Data, including but not limited to text, data, photographs, maps, images, graphics, audio and video clips, trademarks, logos and service marks (collectively the “Content”) are owned by the County or licensed to the County by parties who own the Content. The Content is protected by copyright, trademark, and other intellectual property law. Public Body will cooperate promptly with any reasonable request by the County in any investigation of possible infringement of any applicable copyright or other proprietary right related to Public Body’s use of Access Oakland Products and/or GIS Data. I.T. SERVICES AGREEMENT-EXHIBIT XII Page 2 EXHIBIT XII I.T. SERVICES AGREEMENT DATA SHARING 3.2 All requests for GIS data and/or Access Oakland Products for the uses specified in Paragraph 2.1 shall be made on behalf of Public Body by a designee of Public Body. 3.3 Requests for GIS Data will be submitted to the One Stop Shop, Oakland County, Michigan and requests for Access Oakland Products will be submitted to Access Oakland’s Account Services website. Either Party to this agreement may designate another individual to make or receive such requests by providing prior written notice. 3.4 Public Body will only use GIS Data and/or Access Oakland Products provided by the County under this Agreement in the performance of Public Body’s authorized and permitted duties. 3.5 Public Body may provide its Consultants, Contractors, or Subcontractors with access to the GIS Data and/or Access Oakland Products in accordance with all the following conditions: 3.5.1 Public Body shall have its Consultants, Contractors, or Subcontractors sign the Contractor Data Sharing Services Agreement, which is attached and incorporated into this Exhibit as Attachment A, and forward it to the County along with Contractor’s required insurance documentation. The County will provide the fully executed Contractor Data Sharing Services Agreement to Public Body. Public Body shall forward the fully executed Contractor Data Sharing Services Agreement to the Consultant, Contractor, or Subcontractor. The Contractor Data Sharing Services Agreement must be signed by County and Contractor, prior to the Public Body’s Consultants, Contractors, or Subcontractors accessing or using the GIS Data and/or Access Oakland Products; 3.5.2 Public Body’s Consultants, Contractors, or Subcontractors shall refrain from using the GIS Data and/or Access Oakland Products for any purpose except what is authorized by Public Body in relation to the performance of Public Body’s official duties; and, 3.5.3 Public Body’s Consultants, Contractors, or Subcontractors shall delete, remove, and shall cease using all copies of GIS Data and/or Access Oakland Products, regardless of their form or method of storage, upon the completion or termination of its consulting, contracting or subcontracting relationship with Public Body and/or the completion of its assigned tasks or duties and/or termination of this Exhibit. 3.6 County may, and reserves the right to, implement future standards and guidelines as needed for use of the GIS Data and/or Access Oakland Products, including but not limited to, limiting the number of Public Body’s or its Consultants, Contractors, or Subcontractors user accounts. In order to access and use the GIS Data and/or Access Oakland Products, Public Body and its Consultants, Contractors, or Subcontractors shall agree to and comply with new or different standards or I.T. SERVICES AGREEMENT-EXHIBIT XII Page 3 EXHIBIT XII I.T. SERVICES AGREEMENT DATA SHARING guidelines that are provided to Public Body. Public Body shall provide any new or different standards or guidelines to its Consultants, Contractors, or Subcontractors. 3.7 Public Body shall immediately inform County via the Service Center if any of its employees, Consultants, Contractors, or Subcontractors are no longer employed by the Public Body, no longer require access to the GIS Data and/or Access Oakland Products, or use the GIS Data and/or Access Oakland Products for any purpose except what is authorized by Public Body in relation to the performance of Public Body’s official duties. 3.8 Public Body shall comply with all of the provisions in MCL 15.443(1)(d). Except as provided in section 3.5 above, Public Body agrees that it shall refrain from providing GIS Data and/or Access Oakland Products to Third Parties, as that term is defined in MCL 15.442(i). Public Body shall refer all requests by Third Parties to purchase or otherwise acquire GIS Data and/or Access Oakland Products to Oakland County. 4.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. 5.0 SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. 6.0 LICENSE USE AND ACCESS County grants to Public Body a nonexclusive license to use County developed applications needed to receive this I.T. Service. This license shall not be provided to any other party without County’s written consent. ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 1 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 or collectively as “Data Sharing Services”) pursuant to an agreement with the County; and B. WHEREAS, Public Body has requested and authorized County to provide Data Sharing Services to Contractor, in order for Contractor to fulfill its contractual obligations to Public Body. C. WHEREAS, County is willing to provide Data Sharing Services to Contractor, subject to the following terms and conditions. NOW, THEREFORE, the Contractor and County, collectively referred to as the “Parties,” agree to the following: AGREEMENT 1. Definitions: In addition to the terms and expressions defined elsewhere in this Contractor Agreement, the following words and expressions are defined and interpreted throughout this Contractor Agreement as: 1.1 Access Oakland Product means any specially packaged public record, information or product, developed pursuant to MCL 15.441 et seq., for the purpose of making public records immediately available for public inspection or their purchase or copying by digital means, and available via the County's website. 1.2 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. Contractor Employee shall also include any person who was a Contractor Employee at any time during the term of this Contractor Agreement but, for any reason, is no longer employed, appointed, or elected in that capacity. ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 2 1.3 Claims mean any alleged losses, claims, complaints, demands for relief or damages, suits, causes of action, proceedings, judgments, deficiencies, liability, penalties, litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts paid in settlement, and/or other amounts or liabilities of any kind which are imposed on, incurred by, or asserted against the County, or for which the County may become legally and/or contractually obligated to pay or defend against, whether direct, indirect or consequential, whether based upon any alleged violation of the federal or the state constitution, any federal or state statute, rule, regulation, or any alleged violation of federal or state common law, whether any such claims are brought in law or equity, tort, contract, or otherwise, and/or whether commenced or threatened. 1.4 County Oakland County, a Municipal Corporation, including, but not limited to, all of its departments, divisions, the County Board of Commissioners, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, volunteers, and/or any such persons’ successors. 1.5 Data Sharing Services means GIS Data and/or Access Oakland Products. 1.6 Geographic Information System Data or GIS Data means any output from the County's computerized database, developed pursuant to MCL 15.441 et seq., for the purpose of making public records immediately available for public inspection or their purchase or copying by digital means. 2. Service Provided by County: County may provide Data Sharing Services to Contractor without cost to Contractor during the duration of this Contractor Agreement, subject to any other terms or conditions in this Contractor Agreement. 3. Contractor’s Obligations: Contractor agrees that, when accessing or using Data Sharing Services, Contractor shall: 3.1 Use the Data Sharing Services solely to fulfill its contractual obligations to the Public Body. Contractor shall refrain from using the Data Sharing Services for any purpose except those authorized by Public Body in relation to the performance of its official duties; 3.2 Not copy, reuse, republish or otherwise distribute the Data Sharing Services or any modified or altered versions of it, whether over the Internet or otherwise, and whether or not for payment, without the express written permission of County; 3.3 Be bound by and comply with all future standards and guidelines implemented by County regarding the use of Data Sharing Services; 3.4 Immediately notify the Public Body if Contractor Employees are no longer employed by the Contractor, if Contractor no longer requires access to the Data Sharing Services, if there is unauthorized disclosure or use of the Data Sharing Services, or if any Contractor Employees violate the terms of this Contractor Agreement or amendments thereto; ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 3 3.5 Comply with any terms contained in any license agreements, service agreements, acceptable use policies, and similar terms of service that County must “pass through” to Contractor in order to provide Contractor with the Data Sharing Services. County will provide Contractor with a copy of any license agreements, service agreements, acceptable use policies, and similar terms of service that County must “pass through” to Contractor, if requested by Contractor; 3.6 Cease using, delete, and remove any and all Data Sharing Services or copies thereof, regardless of their form or method of storage, upon the earliest of any one of the following events: 3.6.1 Completion or termination of Contractor’s consulting, contracting or subcontracting relationship with Public Body; 3.6.2 The completion of Contractor’s assigned tasks or duties for Public Body that involved the Data Sharing Services; 3.6.3 Public Body notifying Contractor that Public Body no longer has an agreement with the County to use or have access to Data Sharing Services; or 3.6.4 Upon termination of this Contractor Agreement for any reason. 4. Ownership of Data Sharing Services: The Data Sharing Services, including but not limited to text, data, photographs, maps, images, graphics, audio and video clips, trademarks, logos and service marks (collectively the “Content”) are owned by the County or licensed to the County by parties who own the Content. The Content is protected by copyright, trademark, and other intellectual property law. Contractor will cooperate promptly with any reasonable request by the County in any investigation of possible infringement of any applicable copyright or other proprietary right related to Contractor’s use of Data Sharing Services. 5. Disclaimer of Warranty and Liability: 5.1 COUNTY PROVIDES THE DATA SHARING SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. COUNTY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF ACCURACY, RELIABILITY, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON- INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING, OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SERVICE. COUNTY DOES NOT REPRESENT THAT ACCESS TO THE DATA SHARING SERVICES WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS, OR LOSS OF TRANSMITTED INFORMATION. ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 4 5.2 USE OF THE DATA SHARING SERVICES IS AT CONTRACTOR’S OWN RISK. COUNTY WILL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS CONTAINED IN THE SERVICE. 5.3 IN NO EVENT WILL THE COUNTY BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER IN AN ACTION IN CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE DATA SHARING SERVICES. 6. Maintenance or Modification:County may, without notice, perform maintenance on, or modify the Data Sharing Services at any time. County may, without notice, restrict or deny Contractor’s access to the Data Sharing Services during any maintenance or modification. 7. Compliance with Laws: Contractor shall comply with all federal, state, and local statutes, ordinances, regulations, and administrative rules and requirements applicable to its activities performed under this Contractor Agreement. 8. Auditing: County may conduct scheduled and unscheduled audits or scans to ensure the integrity of the Data Sharing Services and County’s compliance with Federal, State and local laws and industry standards. 9. Delegation or Assignment: Contractor shall not delegate or assign any obligation or right under this Contractor Agreement. 10. Indemnification: Contractor shall indemnify, defend, and hold the County harmless from all Claims, incurred by or asserted against the County by any person or entity, which are alleged to have been caused directly or indirectly from the acts or omissions of Contractor or Contractor’s Employees. The County’s right to indemnification is in excess and above any insurance rights/policies required by this Contractor Agreement. 11. Contractor Provided Insurance:At all times during this Contractor Agreement, Contractor shall obtain and maintain insurance according to the requirements listed in Appendix A. 12. Term: This Contractor Agreement shall be effective when executed by all Parties, and shall remain in effect until the earliest of any one of the following events: 12.1 Contractor completes or terminates its consulting, contracting or subcontracting relationship with Public Body; 12.2 Public Body notifying Contractor that Public Body no longer has an agreement with the County to use or have access to Data Sharing Services; ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 5 12.3 Five (5) years after the effective date of this Contractor Agreement; or 12.4 Otherwise terminated as set forth in this Contractor Agreement. 13. Termination: 13.1 By County: County may terminate this Contractor Agreement immediately and without advance notice for any reason, including convenience. Notice to Contractor terminating this Contractor Agreement by County shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first-class U.S. mail, postage prepaid, and addressed to the person and address listed below for Contractor. Contractor may change the person and/or address that notice shall be given to by providing the name of the new person and/or address to the County in writing. 13.2 By Contractor: Contractor may terminate this Contractor Agreement at any time and for any reason, including convenience, upon sending written notice to County. The effective date of termination shall be seven business days after sending the notice, or a later date if clearly stated in the written notice. 14. Notices:Notices given under this Contractor Agreement shall be in writing and shall be personally delivered, sent by express delivery service, certified mail, or first-class U.S. mail postage prepaid, and addressed to the person listed below. Notice will be deemed given on the date when one of the following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent express delivery service or personal delivery; or (iii) three days after mailing first class or certified U.S. mail. 14.1 If Notice is sent to County, it shall be addressed and sent to: Director, Oakland County Department of Information Technology, 1200 North Telegraph Road, Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341. 14.2 If Notice is sent to Contractor, it shall be addressed to the person and address listed below for Contractor. 14.3 Either Party may change the individual to whom Notice is sent and/or the mailing address by notifying the other Party in writing of the change. 15. Cumulative Remedies: A Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 16. Governing Law/ Consent to Jurisdiction and Venue: This Contractor Agreement shall be governed, interpreted, and enforced by the laws of the State of Michigan. Any action brought to enforce, interpret, or decide any claim arising under or related to this Contractor Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 6 Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the court. Except as otherwise required by law or court rule, venue is proper in the courts set forth above. 17. Modifications or Amendments: Any modifications, amendments, rescissions, waivers, or releases to this Contractor Agreement must be in writing and agreed to by all Parties. 18. Interpretation of Agreement: The language of this Contractor Agreement shall be construed as a whole according to its fair meaning and not construed strictly for or against any Party. 19. Waiver: Waiver of any term or condition under this Contract must be in writing and notice given pursuant to this Contract. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Contract. No waiver by either Party shall subsequently affect its right to require strict performance of this Contract. 20. Severability: If a court of competent jurisdiction finds a term or condition of this Contract to be illegal or invalid, then the term or condition shall be deemed severed from this Contract. All other terms or conditions shall remain in full force and effect. Notwithstanding the above, if Contactor’s promise to indemnify or hold the County harmless is found illegal or invalid, Contractor shall contribute the maximum it is permitted to pay by law toward the payment and satisfaction of any Claims against the County. 21. Entire Agreement: This Contractor Agreement represents the entire agreement between the Parties and supersedes any and all other communications, prior, contemporaneous or subsequent. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Contractor Agreement. The persons signing this Contractor Agreement onbehalf of each Party have legal authority to sign this Contractor Agreement and bind the Parties to the terms and conditions contained herein. FOR COUNTY: Executed by: ___________________________ Date: __________________ Title: _________________________________ FOR CONTRACTOR: ___________________________________________ (Signature of Contractor’s Authorized Representative) ___________________________________________ (Printed name) ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 7 ________________________________________ (Title) __________________________________________ (Address) ___________________________________________ Date: __________________ (Address continued) ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 8 APPENDIX A CONTRACTOR INSURANCE REQUIREMENTS During this Contractor Agreement, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims. The insurance shall be written for not less than any minimum coverage herein specified. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Independent Contractors; (f) Broad Form Contractual including coverage for obligations assumed in this Contractor Agreement; $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $2,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. Contractor must also satisfy one of the following: 1.Fully Insured or State approved self-insurer; or 2.Sole Proprietors must submit a signed Sole Proprietor form; or 3.Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Commercial Automobile Liability Insurance covering bodily injury or property damage arising out of the use of any owned, hired, or non-owned automobile with a combined single limit of $1,000,000 each accident. This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Contractor Agreement. Commercial Umbrella/Excess Liability Insurance with minimum limits of $2,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 9 Supplemental Coverages Required: 1.Professional Liability/Errors & Omissions Insurance (Consultants, Technology Vendors, Architects, Engineers, Real Estate Agents, Insurance Agents, Attorneys, etc.) with minimum limits of $1,000,000 per claim and $1,000,000 aggregate; and 2.Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate. ATTACHMENT A TO EXHIBIT XII I. T. SERVICES AGREEMENT DATA SHARING I.T. SERVICES AGREEEMENT-EXHIBIT XII, ATTACHMENT APage 10 General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. 1.All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 2.The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3.Any and all deductibles or self-insured retentions shall be assumed by and 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/or stored on County property; 5.The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6.The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 7.Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s execution of the Contractor Agreement and must bear evidence of all required terms, conditions and endorsements; and 8.All insurance carriers must be licensed and approved to do business in the State of Michigan and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department. I.T. SERVICES AGREEMENT-EXHIBIT XIII Page 1 EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS INTRODUCTION Pictometry Licensed Products offers a Geographic Information System (GIS) solution that allows authorized users to access Pictometry-hosted high-resolution, orthogonal and oblique imagery. County entered into a contract (Contract No. 004939) with Pictometry International Corp. (“Pictometry”), which contains several license agreements (“License Agreements”), to which County will provide Public Body with access. The License Agreements permit County access to and use of the Pictometry Licensed Products that are described in the License Agreements. The License Agreements also allow the County to provide Public Body with access to and use of Pictometry Licensed Products that are specified in the Pictometry Authorized Subdivision Agreement (“Licensed Products”), which is attached and incorporated into this Exhibit as Attachment A. The Parties desire for Public Body to be authorized to access and use the Licensed Products subject to the applicable licenses and conditions stated in this Exhibit. County will provide Public Body with access to the Licensed Products without Public Body having to purchase the Licensed Products. 1. OAKLAND COUNTY RESPONSIBILITIES 1.1. Access and Use. County shall provide Public Body with access to Licensed Products without fee or cost to Public Body. County will only provide Public Body with access to the Licensed Products when the Pictometry Authorized Subdivision Agreement or an equivalent agreement is in effect. 1.2. Access Management. County will provide Public Body with access to the Licensed Products through County’s Service Center. 1.3. Administration of Pictometry Authorized Subdivision Agreement. After Public Body signs and provides the County with the signed original Pictometry Authorized Subdivision Agreement (Attachment A) in accordance with paragraph 2.1, County shall provide the Pictometry Authorized Subdivision Agreement signed by Public Body to Pictometry for its signature. After Pictometry signs and provides the Pictometry Authorized Subdivision Agreement to County, County will provide a copy of the fully executed Pictometry Authorized Subdivision Agreement to Public Body. 1.4. Administration of Pictometry Authorized Sub-User Agreement. After Public Body provides County with the signed original Pictometry Authorized Sub-User Agreement (which is attached and incorporated into this Exhibit as Attachment B) in accordance with paragraph 2.2, County shall provide the Pictometry Authorized Sub-User Agreement signed by the contractor to Pictometry for its signature. After Pictometry signs and provides the Pictometry Authorized Sub-User Agreement to County, County will provide a copy of the fully executed Pictometry Authorized Sub-User Agreement to Public Body. Public Body shall provide a copy of the fully executed Pictometry Authorized Sub-User Agreement to the contractor. I.T. SERVICES AGREEMENT-EXHIBIT XIII Page 2 EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS 2. PUBLIC BODY RESPONSIBILITIES 2.1. Execution of Pictometry Authorized Subdivision Agreement. Prior to County providing Public Body with access to the Licensed Products, Public Body shall sign and provide the County with the signed original Pictometry Authorized Subdivision Agreement (Attachment A). 2.2. Execution of Pictometry Authorized Sub-User Agreement. County may provide access to the Licensed Products to a contractor of the Public Body solely for the purpose of allowing contractor to fulfill its contractual obligations to Public Body. Prior to County providing access to the Licensed Products to a contractor of Public Body, Public Body shall provide the contractor with a copy of the License Agreements and the Pictometry Authorized Sub-User Agreement, the contractor shall sign and provide the Public Body with the signed original Pictometry Authorized Sub-User Agreement (Attachment B), and Public Body shall provide the County with the signed original Pictometry Authorized Sub-User Agreement. 2.3. Public Body Compliance. Public Body shall comply with the terms and conditions in this Exhibit, the Pictometry Authorized Subdivision Agreement, the License Agreements, any new agreement mentioned in paragraph 2.5, and any applicable laws, rules, and regulations when accessing or using the Licensed Products. Public Body’s access and use of the Licensed Products may be suspended or terminated if County is in breach of the License Agreements or if Public Body is in breach of this Exhibit, the Pictometry Authorized Subdivision Agreement, the License Agreements, any new agreement mentioned in paragraph 2.5, or any applicable laws, rules, and regulations when accessing or using the Licensed Products. Public Body acknowledges and agrees that it has received and reviewed the License Agreements. 2.4. Amendments to License Agreements. In order to access and use the Licensed Products, Public Body and its contractor(s) shall agree to and comply with any and all amendments to the License Agreements. County will provide Public Body with access to amendments to the License Agreements that are applicable to Public Body’s access to or use of the Licensed Products. County will provide notice to Public Body when it becomes aware of applicable amendments to the terms and conditions of the License Agreements. Public Body shall notify its contractors when Public Body becomes aware of applicable amendments to the terms and conditions of the License Agreements. 2.5. New Agreements. County may enter into new agreements in the future with Pictometry involving the Licensed Products or similar products. New agreements between the County and Pictometry may require Public Body or its contractor(s) to agree to and sign (if necessary) new Pictometry Authorized Subdivision Agreements, Pictometry Authorized Sub-User Agreements, License Agreements, or other equivalent or related agreements. In order to access and use the Licensed Products or similar products, Public Body and its contractor(s) shall agree to and comply with new Pictometry Authorized Subdivision Agreements, Pictometry Authorized Sub-User Agreements, License Agreements, or other equivalent or related agreements, to which County will provide Public Body with access. County will provide notice to Public Body when it becomes aware that Public Body and its contractor(s) must comply with any new agreements. I.T. SERVICES AGREEMENT-EXHIBIT XIII Page 3 EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS Public Body shall notify its contractors when Public Body becomes aware that its contractors must comply with new agreements. 2.6. Future Standards and Guidelines. County may, and reserves the right to, implement future standards and guidelines as needed for use of the Licensed Products or similar products, including but not limited to, limiting the number of Public Body’s or a contractor’s authorized user accounts. In order to access and use the Licensed Products or similar products, Public Body and/or its contractor(s) shall agree to and comply with new or different standards or guidelines that are provided to Public Body. Public Body shall provide any new or different standards or guidelines to its contractors. 2.7. Account Notification Requirements. Public Body shall immediately inform County via the Service Center if any employee or contractor of Public Body is no longer employed by the Public Body, no longer requires access to the Licensed Products, or breaches this Exhibit, the Pictometry Authorized Subdivision Agreement, the Pictometry Authorized Sub-User Agreement, the License Agreements, any applicable amendments to those agreements, or any new agreement mentioned in paragraph 2.5. County may require Public Body to verify its inventory of active Public Body and contractor user accounts periodically. 3. SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. 4. SERVICE AND SUPPORT COSTS There is no cost to Public Body for this service. 5. LICENSED USE AND ACCESS County grants to Public Body a nonexclusive license to use County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s advance written consent. ATTACHMENT A EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS PICTOMETRY AUTHORIZED SUBDIVISION AGREEMENT Authorized Subdivision Name: Authorized Subdivision Address: Authorized Subdivision Email Address: Authorized Subdivision Phone Number: Authorized Subdivision Attn: Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering This Pictometry Authorized Subdivision Agreement (this “Agreement”) is entered into by and between Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive, Rochester, New York 14623 (“Pictometry”) and the Authorized Subdivision identified above (“Authorized Subdivision”). Whereas Pictometry and the County of Oakland, Michigan (the “County”) entered into a license agreement dated December 1, 2016 (the “County Agreement”) providing the County licensed access to and use of certain Pictometry products identified above (“Pictometry Licensed Products”) and the County has requested that Pictometry authorize Authorized Subdivision to have access to and use of the Pictometry Licensed Products pursuant to the County Agreement; and Now therefore, Pictometry and Authorized Subdivision hereby agree as follows: 1.This Agreement shall continue in effect until the earlier to occur of (a) expiration or termination of the County Agreement, (b) the County withdraws its authorization allowing Authorized Subdivision access and use of the Pictometry Licensed Products (c) breach by the County of the County Agreement, or (d) breach of this Agreement by Authorized Subdivision; 2.Authorized Subdivision agrees to be bound by the terms and conditions set forth in the County Agreement, which is made part of this Agreement; 3.Authorized Subdivision is hereby authorized to access and use the Pictometry Licensed Products in accordance with the terms of this Agreement; EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS 1 ATTACHMENT A 4.Pictometry shall have no obligations to provide the Pictometry Licensed Products to Authorized Subdivision; 5.Authorized Subdivision may not assign or otherwise transfer its rights or delegate its duties under this Agreement; and 6.All notices under this Agreement shall be in writing and shall be sent to the respective addresses set forth above. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. This Agreement shall become effective upon execution by duly authorized officers of Authorized Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” Authorized Subdivision Pictometry International Corp. Signature: Signature: Name: Name: Title: Title: Date: Date: Effective Date: EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS 6 ATTACHMENT B EXHIBIT XIII I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS PICTOMETRY AUTHORIZED CONTRACTOR SUB-USER AGREEMENT Contractor Name: Type of Contractor entity: Contractor Address: Governmental Entity that Contractor is performing work on behalf of: Contractor Attn: Effective Date: Term: Pictometry Licensed Products: Delivered Content, Online Services, Web Visualization Offering This Pictometry Authorized Sub-User Agreement (this “Agreement”) is entered into by and between Pictometry International Corp., a Delaware corporation with offices at 25 Methodist Hill Drive, Rochester, New York 14623 (“Pictometry”) and the party identified above (“Contractor”) and is effective beginning on the Effective Date listed above for the Term as set forth above, at which time this Agreement will automatically terminate. Whereas Pictometry and the County of Oakland, Michigan previously entered into a license agreement wherein the Governmental Entity identified above was given access to and use of certain products identified above (“Pictometry Licensed Products”). The Governmental Entity has requested that Pictometry authorize Contractor to have access to and use of the Pictometry Licensed Products, in order for Contractor to fulfill its contractual obligations to the Governmental Entity. Now therefore, Pictometry and the Contractor hereby agree that Contractor may utilize the Pictometry Licensed Products in accordance with the terms and conditions set forth herein. Contractor agrees as follows: 1 Grants of Rights; Restrictions on Use 1.1 Contractor may use the Pictometry Licensed Products solely for the purpose of fulfilling its contractual obligations to the Governmental Entity at its direction. 1.2 All right, title, and interest (including all copyrights, trademarks and other intellectual property rights) in the Pictometry Licensed Products belong to Pictometry or its third party. EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS 7 ATTACHMENT B suppliers. Contractor shall not acquire any proprietary interest in the Pictometry Licensed Products or any copies thereof. 1.3 Contractor shall not make the Pictometry Licensed Products available to any other party, including Google or its affiliates, either directly or indirectly. Contractor will not share, publish, reproduce, sell or distribute the Pictometry Licensed Products (including making available on the Internet or World Wide Web or any other general access electronic network, method or medium). 1.4 Contractor shall not and will not enable others to decompile, reverse engineer, disassemble, attempt to derive source code of, decrypt, modify, create derivate works of, or tamper with or disable any security or monitoring features within the Pictometry Licensed Products. 1.5 Pictometry shall have no obligations to provide the Pictometry Licensed Products to Contractor. 2 Disclaimers 2.1 The Pictometry Licensed Products are provided for visualization purposes only, are not authoritative or definitive, and do not constitute professional engineering or surveying services. 2.2 The Pictometry Licensed Products are not to be relied upon to precisely locate or determine property boundaries and should not be used in lieu of a professional survey where the accuracy of measurements, distance, height, angle, area and volume, may have significant consequences. 2.3 All measurements and reports generated by the Pictometry Licensed Products are based upon second order visualization and measurement data that do not provide authoritative or definitive measurement results suitable for professional engineering or surveying purposes. 2.4 Contour information obtained from the Pictometry Licensed Products is generated from under sampled elevation data, is provided for informational purposes only, and is not suitable for use as the basis for hydrographic computations, estimations or analyses. 2.5 While the Pictometry Licensed Products may be considered useful supplements for life critical applications, they are not designed or maintained to support such applications and Pictometry and its third-party suppliers of the Pictometry Licensed Products hereby disclaim all liability for damages claims and expenses arising from such use. 2.6 Contractor’s reliance on the Pictometry Licensed Products should only be undertaken after an independent review of their accuracy, completeness, efficacy, timeliness and adequacy for Contractor’s intended purpose. 2.7 Pictometry and each third-party supplier of any portion of the Pictometry Licensed Products assume no responsibility for any consequences resulting from the use of the Pictometry Licensed Products. 2.8 Pictometry and each third-party supplier of any portion of the Pictometry Licensed Products hereby disclaim all liability for damages, claims and expenses arising from or in any way related to the accuracy or availability of the Pictometry Licensed Products. 2.9 Contractor waives any and all rights Contractor may have against Pictometry, each third-party supplier of any portion of the Pictometry Licensed Products, and each of their directors, officers, members and employees, arising out of use of or reliance upon the Pictometry Licensed Products. EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS 8 ATTACHMENT B 3 Warranty 3.1 THE PICTOMETRY LICENSED PRODUCTS ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS AND PICTOMETRY AND EACH THIRD-PARTY SUPPLIER OF THE PICTOMETRY LICENSED PRODUCTS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 4 Limitation of Liability 4.1 No Covered Party (as defined below) shall be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from (a) any errors in or omissions from the Pictometry Licensed Products, (b) the unavailability or interruption of the Pictometry Licensed Products or any features thereof, (c) Contractor’s use of the Pictometry Licensed Products, (d) the loss or corruption of any data or equipment in connection with the Pictometry Licensed Products, (e) the content, accuracy, or completeness of the Pictometry Licensed Products, all regardless of whether you received assistance in the use of the Pictometry Licensed Products from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Pictometry Licensed Products. 4.2 "Covered Party" means (a) Pictometry and any officer, director, employee, subcontractor, agent, successor, or assign of Pictometry; and (b) each third-party supplier of any Pictometry Licensed Products, third party alliance entity, their affiliates, and any officer, director, employee, subcontractor, agent, successor, or assign of any third-party supplier of any Pictometry Licensed Products or third-party alliance entity and their affiliates. 4.3 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE PICTOMETRY LICENSED PRODUCTS OR THIS AGREEMENT EXCEED ONE THOUSAND DOLLARS. 4.4 TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE COVERED PARTIES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH PICTOMETRY LICENSED PRODUCTS, OR THE FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. 5 Miscellaneous 5.1 Contractor acknowledges and agrees that a breach of this Agreement by Contractor may cause severe and irreparable damage to Pictometry which may be difficult to measure with certainty or to compensate through damages. In the event of any breach of this Agreement by Contractor, Contractor agrees that Pictometry is authorized and entitled to seek preliminary and/or permanent injunctive relief, as well as any other relief permitted by applicable law. Contractor hereby waives the necessity of the posting of any form of bond relating to the issuance of injunctive relief. EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS 9 ATTACHMENT B 5.2 Pictometry may terminate this Agreement at any time with or without cause upon ten (10) days written notice to the Contractor. 5.3 Upon expiration or termination of this Agreement, or in the event that Contractor is in violation of any of the terms or conditions set forth in this Agreement or the Governmental Entity is in violation of its Agreement with Pictometry, the Contractor shall immediately cease use of all Pictometry Licensed Products, purge all Pictometry Licensed Products off of its respective computers/servers and return all Pictometry Licensed Products to Pictometry. 5.4 Contractor shall not assign or otherwise transfer its rights or delegate its duties under this Agreement. 5.5 All notices under this Agreement shall be in writing and shall be sent to the respective addresses set forth above. Notices shall be given by any of the following methods: personal delivery; reputable express courier providing written receipt; or postage-paid certified or registered United States mail, return receipt requested. Notice shall be deemed given when actually received or when delivery is refused. 5.6 Any extensions or modifications of this Agreement must be in writing and signed by duly authorized officers of Pictometry and the Contractor. 5.7 This Agreement shall be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. 5.8 The waiver by either party of any default by the other shall not waive subsequent defaults of the same or different kind. 5.9 In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect. This Agreement shall become effective upon execution by duly authorized officers of Authorized Subdivision and Pictometry and receipt by Pictometry of such fully executed document, such date of receipt by Pictometry being the “Effective Date.” Contractor Pictometry International Corp. Signature: Signature: Name: Name: Title: Title: Date: Date: Effective Date: EXHIBIT XIII-I.T. SERVICES AGREEMENT PICTOMETRY LICENSED PRODUCTS