HomeMy WebLinkAboutResolutions - 2024.07.18 - 41355
AGENDA ITEM: Amendment to Comprehensive Information Technology Service Agreements
DEPARTMENT: Information Technology
MEETING: Board of Commissioners
DATE: Thursday, July 18, 2024 6:00 PM - Click to View Agenda
ITEM SUMMARY SHEET
COMMITTEE REPORT TO BOARD
Resolution #2024-4215
Motion to approve 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, Data Center Services, Oaknet
Connectivity, Internet Service, CLEMIS, ArcGIS Online, Data Sharing, and Pictometry Licensed
Products, with fees described in the Exhibits, further; authorize the Chair of the Board to execute the
Agreements with any Michigan public body that agrees to enter into a Comprehensive Information
Technology Services Agreement.
ITEM CATEGORY SPONSORED BY
Contract Gwen Markham
INTRODUCTION AND BACKGROUND
Agreements for the provision of Services by Oakland County IT.
The Board of Commissioners, pursuant to Miscellaneous Resolution #12153 and #17263, approved
the Department of Information Technology's Comprehensive Information Technology Services
Agreement enabling the Department to make additional technology services available to public
bodies.
The Department of Information Technology has made the following modifications to the
Comprehensive I.T. Services lnterlocal Agreement:
• Updated references to Director of Information Technology, to Chief Information Officer
• Section 1.9.6 From Remedial Support Services to Reserved. Since service is no longer offered.
• Section 1.9.14 From Security Best Practice Advise to Reserved. Since service is no longer offered.
• Section 1.11 Exhibit VI – Changed to Reserved corresponding to Section 1.9.6
• Section 1.11 Exhibit XIV - Changed to Reserved corresponding to Section 1.9.14
BUDGET AMENDMENT REQUIRED: No
Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at
248.425.5572 or andrewsmb@oakgov.com or the department contact persons listed for additional
information.
CONTACT
Rod Davenport, Chief Information Officer
ITEM REVIEW TRACKING
Aaron Snover, Board of Commissioners Created/Initiated - 7/19/2024
AGENDA DEADLINE: 07/18/2024 6:00 PM
ATTACHMENTS
1. 2024 I.T. Serice Agreement Interlocal
COMMITTEE TRACKING
2024-07-10 Finance - Recommend to Board
2024-07-18 Full Board - Adopt
Motioned by: Commissioner Christine Long
Seconded by: Commissioner Ann Erickson Gault
Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen
Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia
Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay
Raman, Ann Erickson Gault, Linnie Taylor (19)
No: None (0)
Abstain: None (0)
Absent: (0)
Passed
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AGREEMENT FOR I.T. SERVICES BETWEEN
OAKLAND COUNTY AND
SAMPLE COURT
This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional
Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Sample Court
("Public Body") 125 Main Street, Anywhere, MI 48000. County and Public Body may also be
referred to jointly as "Parties".
PURPOSE OF AGREEMENT. County and Public Body enter into this Agreement for the purpose of
providing Information Technology Services ("I.T. Services") for Public Body pursuant to Michigan
law.
In consideration of the mutual promises, obligations, representations, and assurances in this Agreement,
the Parties agree to the following:
1.DEFINITIONS. The following words and expressions used throughout this Agreement, whether
used in the singular or plural, shall be defined, read, and interpreted as follows.
1.1.Agreement means the terms and conditions of this Agreement and any other mutually
agreed to written and executed modification, amendment, Exhibit and attachment.
1.2.Claims mean any alleged losses, claims, complaints, demands for relief or damages,
lawsuits, causes of action, proceedings, judgments, deficiencies, liabilities, penalties,
litigation, costs, and expenses, including, but not limited to, reimbursement for reasonable
attorney fees, witness fees, court costs, investigation expenses, litigation expenses, amounts
paid in settlement, and/or other amounts or liabilities of any kind which are incurred by or
asserted against County or Public Body, or for which County or Public Body may become
legally and/or contractually obligated to pay or defend against, whether direct, indirect or
consequential, whether based upon any alleged violation of the federal or the state
constitution, any federal or state statute, rule, regulation, or any alleged violation of federal
or state common law, whether any such claims are brought in law or equity, tort, contract, or
otherwise, and/or whether commenced or threatened.
1.3.Confidential Information means all information and data that the County is required or
permitted by law to keep confidential including records of County’ security measures,
including security plans, security codes and combinations, passwords, keys, and security
procedures, to the extent that the records relate to ongoing security of the County as well as
records or information to protect the security or safety of persons or property, whether public
or private, including, but not limited to, building, public works, and public water supply
designs relating to ongoing security measures, capabilities and plans for responding to a
violation of the Michigan anti-terrorisms act, emergency response plans, risk planning
documents, threat assessments and domestic preparedness strategies.
1.4.County means Oakland County, a Municipal and Constitutional Corporation, including,
but not limited to, all of its departments, divisions, the County Board of Commissioners,
elected and appointed officials, directors, board members, council members,
commissioners, authorities, committees, employees, agents, volunteers, and/or any such
persons’ successors.
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1.5.Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m.
1.6.Public Body means the Sample Court which is an entity created by state or local authority
or which is primarily funded by or through state or local authority, including, but not
limited to, its council, its Board, its departments, its divisions, elected and appointed
officials, directors, board members, council members, commissioners, authorities,
committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such
persons’ successors. For purposes of this Agreement, Public Body includes any Michigan
court, when acting in concert with its funding unit, to obtain I.T. Services.
1.7.Public Body 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 act or acted in their
personal, representative or official capacities), and/or any persons acting by, through,
under, or in concert with any of the above who have access to the I.T. Services provided
under this Agreement. "Public Body Employee" shall also include any person who was a
Public Body Employee at any time during the term of this Agreement but, for any reason,
is no longer employed, appointed, or elected in that capacity.
1.8.Points of Contact mean the individuals designated by Public Body and identified to
County to act as primary and secondary contacts for communication and other purposes as
described herein.
1.9.I.T. Services means the following individual I.T. Services provided by County’s Department
of Information Technology, if applicable:
1.9.1.Online Payments mean the ability to accept payment of monies owed to Public
Body initiated via a website maintained by County using a credit card, a debit card
that functions as a credit card, or electronic debit of a checking account.
1.9.2.Over The Counter Payments means the ability to accept payment of monies owed
to Public Body initiated via a credit card reader attached to an on-premise computer
with access to a website maintained by County using a credit card or a debit card that
functions as a credit card.
1.9.3.Pay Local Taxes means the ability to accept payment of local property taxes owed to
Public Body initiated via a website maintained by County using a credit card, a debit
card that functions as a credit card, or an electronic debit of a checking account. (Does
not apply to Public Bodies outside of Oakland County).
1.9.4.Jury Management System means a subscription based software that facilitates the
selection and communication with potential and selected individuals who may
serve as jurors.
1.9.5.Collaborative Asset Management System (“CAMS”) means providing for the
collaborative use of information related to public assets, such as water, sanitary
sewer, and/or storm sewer infrastructure, that is managed by various governmental
entities participating in the CAMS within the County of Oakland in order to promote
the effective maintenance and care of these assets.
1.9.6.Reserved
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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 Geographic
Information System (GIS) that allows users having an ArcGIS Online (AGO) Named
User account to create and share maps, applications (apps), layers, analytics, and data
in Environmental Systems Research Institute, Inc.’s (“ESRI”) secure cloud.
1.9.12.Data Sharing means the ability for the Public Body to utilize Access Oakland
Products and data owned and maintained by the County on or in relation to its
Geographic Information System (GIS).
1.9.13.Pictometry Licensed Products means the ability to use a Geographic Information
System (GIS) solution that allows authorized users to access Pictometry-hosted high-
resolution, orthogonal and oblique imagery.
1.9.14.Reserved
1.10.Service Center means the location of technical support and information provided by
County's Department of Information Technology.
1.11.Exhibits mean the following descriptions of I.T. Services which are governed by this
Agreement only if they are attached to this Agreement and selected below or added at a
later date by a formal amendment to this Agreement:
X Exhibit I: Online Payments
X 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: Reserved
Exhibit VII: Data Center Use and Services
X Exhibit VIII: Oaknet Connectivity
Exhibit IX: Internet Service
X Exhibit X: CLEMIS
Exhibit XI: ArcGIS Online
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Exhibit XII: Data Sharing
Exhibit XIII: Pictometry Licensed Products
Exhibit XIV: Reserved
2.COUNTY RESPONSIBILITIES.
2.1. County, through its Department of Information Technology, shall provide the I.T. Services
selected above which are attached and incorporated into this Agreement.
2.2. County shall support the I.T. Services as follows:
2.2.1.Access. County will provide secure access to I.T. Services for use on hardware
provided by Public Body as part of its own computer system or as otherwise
provided in an Exhibit to this Agreement.
2.2.2.Maintenance and Availability. County will provide maintenance to its computer
system to ensure that the I.T. Services are functional, operational, and work for
intended purposes. Such maintenance to County’s system will include "bug" fixes,
patches, and upgrades, such as software, hardware, database and network upgrades.
The impact of patches and/or upgrades to the applications will be thoroughly
evaluated by County and communicated to Public Body through their Points of
Contact prior to implementation in Public Body’s production environment. County
will reserve scheduled maintenance windows to perform these work activities. These
maintenance windows will be outlined specifically for each application in the
attached Exhibits.
2.2.2.1. If changes to scheduled maintenance windows or if additional
maintenance times are required, County will give as much lead time as
possible.
2.2.2.2. During maintenance windows, access to the application may be restricted
by County without specific prior notification.
2.3. County may deny access to I.T. Services so that critical unscheduled maintenance (i.e.
break-fixes) may be performed. County will make prompt and reasonable efforts to
minimize unscheduled application downtime. County will notify the Points of Contact
about such interruptions with as much lead time as possible.
2.4.Backup and Disaster Recovery.
2.4.1. County will perform periodic backups of I.T. Services hosted on County’s
computer system. Copies of scheduled backups will be placed offsite for disaster
recovery purposes.
2.4.2. County will maintain a disaster recovery process that will be used to recover
applications during a disaster or failure of County’s computer system.
2.5.Auditing. County may conduct scheduled and unscheduled audits or scans to ensure the
integrity of County’s data and County’s compliance with Federal, State and local laws and
industry standards, including, but not limited to, the Health Insurance Portability and
Accountability Act (HIPAA) and Payment Card Industry Data Security Standard (PCI
DSS.)
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2.5.1. In order to limit possibility of data theft and scope of audit requirements, County
will not store credit card account numbers. County is only responsible for credit
card data only during the time of transmission to payment processor.
2.6.Training and Information Resources. County may provide training on use of the I.T.
Services on an as-needed basis or as set forth in an Exhibit to this Agreement.
2.7.Service Center. I.T. Service incidents requiring assistance must be reported to the Service
Center, by the Points of Contact, to the phone number, e-mail or website provided below.
The Service Center is staffed to provide support during County’s normal business hours of
8:30 a.m. to 5:00 p.m., EST, Monday through Friday, excluding holidays. The Service
Center can receive calls to report I.T. Service outages 24 hours a day, 7 days a week.
Outages are defined as unexpected service downtime or error messages. Depending on
severity, outage reports received outside of County’s normal business hours may not be
responded to until the resumption of County’s normal business hours.
Service Center Phone Number 248-858-8812
Service Center Email Address servicecenter@oakgov.com
Service Center Website https://sc.oakgov.com
2.8. County may access, use and disclose transaction information and any content to comply with
the law such as a subpoena, Court Order or Freedom of Information Act request. County
shall first refer all such requests for information to Public Body’s Points of Contact for their
response within the required time frame. County shall provide assistance for the response if
requested by the Public Body's Points of Contact, and if able to access the requested
information. County shall not distribute Public Body’s data to other entities for reasons
other than in response to legal process.
2.9. I.T. service providers require County to pass through to Public Body certain terms and
conditions contained in license agreements, service agreements, acceptable use policies and
similar terms of service, in order to provide I. T. Services to Public Body. The County will
provide Public Body with access to these terms and conditions. County will provide notice
when it becomes aware of changes to the terms and conditions of these agreements that
are applicable to Public Body.
3.PUBLIC BODY RESPONSIBILITIES.
3.1. Public Body shall immediately notify County of any unauthorized use of the I.T. Services
and any breach of security of the I.T. Services. Public Body shall cooperate with County in
all investigations involving the potential misuse of County’s computer system or data.
3.2. Public Body is the owner of all data provided by Public Body and is responsible to provide
all initial data identified in the attached Exhibits, in a format acceptable to County, and, for
the CLEMIS Exhibit, as required by applicable statute, regulation, or administrative rule. Public
Body is responsible for ensuring the accuracy and currency of data contained within its
applications.
3.3. Public Body shall follow County’s I.T. Services requirements as described on County’s
website. Public Body shall comply with County’s minimum standards for each Internet
browser used by Public Body to access I.T. Services as set forth in an Exhibit(s) to this
Agreement. Public Body shall meet any changes to these minimum standards that County
may reasonably update from time to time.
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3.4. Public Body shall not interfere with or disrupt the I.T. Services provided herein or
networks connected with the I.T. Services.
3.5. Public Body requires that each Public Body Employee with access to I.T. Services shall:
3.5.1. Utilize an antivirus software package/system on their equipment and keep same
updated in a reasonable manner.
3.5.2. Have a unique User ID and password that will be removed upon termination of Public
Body Employee’s employment or association with Public Body.
3.5.3. Maintain the most reasonably current operating system patches on all equipment
accessing the I.T. Services.
3.6. If authorized by County, Public Body may extend I.T. Services to other entities which are
created by or primarily funded by state or local authority. If County authorizes Public Body
to provide access to any I.T. Services to other entities, Public Body shall require those
entities to agree to utilize an antivirus software package/system on computers accessing the
I.T. Services and to assign users of the I.T. Services a unique User ID and password that will
be terminated when a user is no longer associated with the entity. Public Body must require
an entity receiving I.T. Services under this Section, to agree in writing to comply with the
terms and conditions of this Agreement and to provide County with a copy of this writing.
3.7. For each I.T. Service covered by an Exhibit to this Agreement, Public Body shall designate
two representatives to act as a primary and secondary Points of Contact with County. The
Points of Contact responsibilities shall include:
3.7.1. Direct coordination and interaction with County staff.
3.7.2. Communication with general public supported by Public Body.
3.7.3. Following County’s procedures to report an application incident.
3.7.4. If required by County, attend training classes provided by County either online or at
County’s Information Technology Building in Waterford, Michigan or other suitable
location determined by County.
3.7.5. Providing initial support services to Public Body users prior to logging a Service
Center incident with County.
3.7.6. Requesting security changes and technical support from the Service Center.
3.7.7. Testing Applications in conjunction with County, at the times and locations
mutually agreed upon by County and Public Body.
3.7.8. To report a service incident to the Service Center, one of Public Body’s Points of
Contact shall provide the following information:
3.7.8.1. Contact Name
3.7.8.2. Telephone Number
3.7.8.3. Email Address
3.7.8.4. Public Body Name
3.7.8.5. Application and, if possible, the specific module with which the incident
is associated.
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3.7.8.6. Exact nature of the problem or function including any error message that
appeared on the computer screen.
3.7.8.7. Any action the Points of Contact or user has taken to resolve the matter.
3.8. Public Body may track the status of the incident by calling the Service Center and
providing the Incident Number.
3.9. Public Body shall respond to Freedom of Information Act Requests relating to Public Body’s
data.
3.10. I.T. service providers require County to pass through to Public Body certain terms and
conditions contained in license agreements, service agreements, acceptable use policies and
similar terms of service, in order to provide I. T. Services to Public Body. Public Body
agrees to comply with these terms and conditions. Public Body may follow the termination
provisions of this Agreement if it determines that it cannot comply with any of the terms and
conditions.
4.DURATION OF INTERLOCAL AGREEMENT.
4.1. This Agreement and any amendments shall be effective when executed by both Parties with
resolutions passed by the governing bodies of each Party except as otherwise specified below.
The approval and terms of this Agreement and any amendments, except as specified below,
shall be entered in the official minutes of the governing bodies of each Party. An executed
copy of this Agreement and any amendments shall be filed by the County Clerk with the
Secretary of State. If Public Body is a Court, a signature from the Chief Judge of the Court
shall evidence approval by the Public Body, providing a resolution and minutes does not
apply. If the Public Body is the State of Michigan, approval and signature shall be as provided
by law.
4.2. Notwithstanding Section 4.1, the Chairperson of the Oakland County Board of
Commissioners is authorized to sign amendments to the Agreements to add Exhibits
that were previously approved by the Board of Commissioners but are requested by
Public Body after the execution of the Agreement. An amendment signed by the Board
Chairperson under this Section must be sent to the Election Division in the County
Clerk’s Office to be filed with the Agreement once it is signed by both Parties.
4.3. Unless extended by an Amendment, this Agreement shall remain in effect for five (5) years
from the date the Agreement is completely executed by all Parties or until cancelled or
terminated by any of the Parties pursuant to the terms of the Agreement.
5.PAYMENTS.
5.1. I.T. Services shall be provided to Public Body at the rates specified in the Exhibits, if
applicable.
5.2.Possible Additional Services and Costs. If County is legally obligated for any reason, e.g.
subpoena, Court Order, or Freedom of Information Request, to search for, identify, produce
or testify regarding Public Body’s data or information that is electronically stored by County
relating to I.T. Services the Public Body receives under this Agreement, then Public Body
shall reimburse County for all reasonable costs the County incurs in searching for,
identifying, producing or testifying regarding such data or information. County may waive
this requirement in its sole discretion.
5.3. County shall provide Public Body with a detailed invoice/explanation of County’s costs for
I.T. Services provided herein and/or a statement describing any amounts owed to County.
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Public Body shall pay the full amount shown on any such invoice within sixty (60) calendar
days after the date shown on any such invoice. Payment shall be sent along with a copy of the
invoice to: Oakland County Treasurer – Cash Acctg, Bldg 12 E, 1200 N. Telegraph Road,
Pontiac, MI 48341.
5.4. If Public Body, for any reason, fails to pay County any monies when and as due under this
Agreement, Public Body agrees that unless expressly prohibited by law, County or the
Oakland County Treasurer, at their sole option, shall be entitled to set off from any other
Public Body funds that are in County's possession for any reason, including but not limited
to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any
setoff or retention of funds by County shall be deemed a voluntary assignment of the
amount by Public Body to County. Public Body waives any Claims against County or its
Officials for any acts related specifically to County's offsetting or retaining of such amounts.
This paragraph shall not limit Public Body's legal right to dispute whether the underlying
amount retained by County was actually due and owing under this Agreement.
5.5. If County chooses not to exercise its right to setoff or if any setoff is insufficient to fully pay
County any amounts due and owing County under this Agreement, County shall have the
right to charge up to the then-maximum legal interest on any unpaid amount. Interest charges
shall be in addition to any other amounts due to County under this Agreement. Interest
charges shall be calculated using the daily unpaid balance method and accumulate until all
outstanding amounts and accumulated interest are fully paid.
5.6. Nothing in this Section shall operate to limit County’s right to pursue or exercise any other
legal rights or remedies under this Agreement or at law against Public Body to secure
payment of amounts due County under this Agreement. The remedies in this Section shall be
available to County on an ongoing and successive basis if Public Body at any time becomes
delinquent in its payment. Notwithstanding any other term and condition in this Agreement,
if County pursues any legal action in any court to secure its payment under this Agreement,
Public Body agrees to pay all costs and expenses, including attorney fees and court costs,
incurred by County in the collection of any amount owed by Public Body.
6.ASSURANCES.
6.1. Each Party shall be responsible for any Claims made against that Party by a third party, and
for the acts of its employees arising under or related to this Agreement.
6.2. Except as provided for in Section 5.6, in any Claim that may arise from the performance of
this Agreement, each Party shall seek its own legal representation and bear the costs
associated with such representation, including judgments and attorney fees.
6.3. Except as otherwise provided for in this Agreement, neither Party shall have any right under
this Agreement or under any other legal principle to be indemnified or reimbursed by the
other Party or any of its agents in connection with any Claim.
6.4. Public Body shall be solely responsible for all costs, fines and fees associated with any
misuse by its Public Body Employees of the I.T. Services provided herein.
6.5. This Agreement does not, and is not intended to, impair, divest, delegate or contravene any
constitutional, statutory, and/or other legal right, privilege, power, obligation, duty, or
immunity of the Parties. Nothing in this Agreement shall be construed as a waiver of
governmental immunity for either Party.
6.6. The Parties have taken all actions and secured all approvals necessary to authorize and
complete this Agreement. The persons signing this Agreement on behalf of each Party
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have legal authority to sign this Agreement and bind the Parties to the terms and
conditions contained herein.
6.7. Each Party shall comply with all federal, state, and local ordinances, regulations,
administrative rules, and requirements applicable to its activities performed under this
Agreement.
7. USE OF CONFIDENTIAL INFORMATION
7.1. The Parties shall not reproduce, provide, disclose, or give access to Confidential
Information to the County or to a Public Body Employee not having a legitimate need
to know the Confidential Information, or to any third-party. County and Public Body
Employees shall only use the Confidential Information for performance of this
Agreement. Notwithstanding the foregoing, the Parties may disclose the Confidential
Information if required by law, statute, or other legal process provided that the Party
required to disclose the information: (i) provides prompt written notice of the
impending disclosure to the other Party, (ii) provides reasonable assistance in opposing
or limiting the disclosure, and (iii) makes only such disclosure as is compelled or
required. This Agreement imposes no obligation upon the Parties with respect to any
Confidential Information which can establish by legally sufficient evidence: (i) was in
possession of or was known by prior to its receipt from the other Party, without any
obligation to maintain its confidentiality; or (ii) was obtained from a third party having
the right to disclose it, without an obligation to keep such information confidential.
7.2. Within five (5) business days' receipt of a written request from the other Party, or upon
termination of this Agreement, the receiving Party shall return or destroy all of the disclosing
Party’s Confidential Information.
8.DISCLAIMER OR WARRANTIES.
8.1. The I.T. Services are provided on an "as is" and "as available" basis. County expressly
disclaims all warranties of any kind, whether express or implied, including, but not limited
to, the implied warranties of merchantability, fitness for a particular purpose and non-
infringement.
8.2. County makes no warranty that (i) the I.T. Services will meet Public Body’s requirements;
(ii) the I.T. Services will be uninterrupted, timely, secure or error-free; nor (iii) the results that
may be obtained by the I.T. Services will be accurate or reliable.
8.3. Any material or data downloaded or otherwise obtained through the use of the I.T.
Services is accessed at Public Body’s discretion and risk. Public Body will be solely
responsible for any damage to its computer system or loss of data that results from
downloading of any material.
9.LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any
other person, for any consequential, incidental, direct, indirect, special, and punitive or other
damages arising out of this Agreement.
10.DISPUTE RESOLUTION. All disputes relating to the execution, interpretation, performance, or
nonperformance of this Agreement involving or affecting the Parties may first be submitted to
County's Director of Information Technology and Public Body’s Agreement Administrator for
possible resolution. County's Director of Information Technology and Public Body’s Agreement
Administrator may promptly meet and confer in an effort to resolve such dispute. If they cannot
resolve the dispute in five (5) business days, the dispute may be submitted to the signatories of this
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Agreement or their successors in office. The signatories of this Agreement may meet promptly
and confer in an effort to resolve such dispute.
11.TERMINATION OR CANCELLATION OF AGREEMENT.
11.1. Either Party may terminate or cancel this entire Agreement or any one of the I.T. Services
described in the attached Exhibits, upon one hundred twenty (120) days written notice, if
either Party decided, in its sole discretion, to terminate this Agreement or one of the
Exhibits, for any reason including convenience.
11.2. Early termination fees may apply to Public Body if provided for in the Exhibits.
11.3. The effective date of termination and/or cancellation shall be clearly stated in the written
notice. Either the County Executive or the Board of Commissioners is authorized to
terminate this Agreement for County under this provision. A termination of one or more of
the Exhibits which does not constitute a termination of the entire Agreement may be
accepted on behalf of County by its Chief Information Officer.
12.SUSPENSION OF SERVICES. County, through its Chief Information Officer, may immediately
suspend I.T. Services for any of the following reasons: (i) requests by law enforcement or other
governmental agencies; (ii) engagement by Public Body in fraudulent or illegal activities relating to
the I.T. Services provided herein; (iii) breach of the terms and conditions of this Agreement; or (iv)
unexpected technical or security issues. The right to suspend I.T. Services is in addition to the right
to terminate or cancel this Agreement according to the provisions in Section11. County shall not
incur any penalty, expense or liability if I.T. Services are suspended under this Section.
13.DELEGATION OR ASSIGNMENT. Neither Party shall delegate or assign any obligations or
rights under this Agreement without the prior written consent of the other Party.
14.NO EMPLOYEE-EMPLOYER RELATIONSHIP. Nothing in this Agreement shall be
construed as creating an employee-employer relationship between County and Public Body.
15.NO THIRD-PARTY BENEFICIARIES. Except as provided for the benefit of the Parties, this
Agreement does not and is not intended to create any obligation, duty, promise, contractual right or
benefit, right to indemnification, right to subrogation, and/or any other right in favor of any other
person or entity.
16.NO IMPLIED WAIVER. Absent a written waiver, no act, failure, or delay by a Party to pursue or
enforce any rights or remedies under this Agreement shall constitute a waiver of those rights with
regard to any existing or subsequent breach of this Agreement. No waiver of any term, condition, or
provision of this Agreement, whether by conduct or otherwise, in one or more instances shall be
deemed or construed as a continuing waiver of any term, condition, or provision of this Agreement.
No waiver by either Party shall subsequently affect its right to require strict performance of this
Agreement.
17.SEVERABILITY. If a court of competent jurisdiction finds a term or condition of this
Agreement to be illegal or invalid, then the term or condition shall be deemed severed from this
Agreement. All other terms, conditions, and provisions of this Agreement shall remain in full
force.
18.PRECEDENCE OF DOCUMENTS. In the event of a conflict between the terms of and
conditions of any of the documents that comprise this Agreement, the terms in the Agreement
shall prevail and take precedence over any allegedly conflicting terms in the Exhibits or other
documents that comprise this Agreement.
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19.CAPTIONS. The section and subsection numbers, captions, and any index to such sections and
subsections contained in this Agreement are intended for the convenience of the reader and are not
intended to have any substantive meaning. The numbers, captions, and indexes shall not be
interpreted or be considered as part of this Agreement. Any use of the singular or plural, any
reference to gender, and any use of the nominative, objective or possessive case in this Agreement
shall be deemed the appropriate plurality, gender or possession as the context requires.
20.FORCE MAJEURE. Notwithstanding any other term or provision of this Agreement, neither Party
shall be liable to the other for any failure of performance hereunder if such failure is due to any
cause beyond the reasonable control of that Party and that Party cannot reasonably accommodate or
mitigate the effects of any such cause. Such cause shall include, without limitation, acts of God, fire,
explosion, vandalism, national emergencies, insurrections, riots, wars, strikes, lockouts, work
stoppages, other labor difficulties, or any law, order, regulation, direction, action, or request of the
United States government or of any other government. Reasonable notice shall be given to the
affected Party of any such event.
21.NOTICES. Notices given under this Agreement shall be in writing and shall be personally
delivered, sent by express delivery service, certified mail, or first class U.S. mail postage prepaid,
and addressed to the person listed below. Notice will be deemed given on the date when one of the
following first occur: (i) the date of actual receipt; (ii) the next business day when notice is sent
express delivery service or personal delivery; or (iii) three days after mailing first class or certified
U.S. mail.
21.1. If Notice is sent to County, it shall be addressed and sent to: Chief Information Officer,
Oakland County Department of Information Technology, 1200 North Telegraph Road,
Pontiac, Michigan, 48341, and the Chairperson of the Oakland County Board of
Commissioners, 1200 North Telegraph Road, Pontiac, Michigan 48341.
21.2. If Notice is sent to Public Body, it shall be addressed to: Contact Person, 125 Main Street,
Anywhere, MI 48000.
21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address
by notifying the other Party in writing of the change.
22.GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE. This Agreement shall be
governed, interpreted, and enforced by the laws of the State of Michigan. Except as otherwise
required by law or court rule, any action brought to enforce, interpret, or decide any Claim arising
under or related to this Agreement shall be brought in the 6th Judicial Circuit Court of the State of
Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the
Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the
court. Except as otherwise required by law or court rule, venue is proper in the courts set forth
above.
23.ENTIRE AGREEMENT.
23.1. This Agreement represents the entire agreement and understanding between the Parties
regarding the specific Services described in the attached Exhibits. With regard to those
Services, this Agreement supersedes all other oral or written agreements between the
Parties.
23.2. The language of this Agreement shall be construed as a whole according to its fair
meaning, and not construed strictly for or against any Party.
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IN WITNESS WHEREOF, Judge Wapner hereby acknowledges that he/she has been authorized by a
resolution of the Sample Court, a certified copy of which is attached, or by approval of the Chief Judge
if the Public Body is a Court, to execute this Agreement on behalf of Public Body and hereby accepts
and binds Public Body to the terms and conditions of this Agreement.
EXECUTED: ____________________________________ DATE: _______________
Judge Wapner, Chief Judge
WITNESSED: ___________________________________ DATE: _______________
AGREEMENT
ADMINISTRATOR: ______________________________ DATE: _______________
(IF APPLICABLE)
IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of
Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland
County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby
accepts and binds Oakland County to the terms and conditions of this Agreement.
EXECUTED: ____________________________________ DATE: _______________
David T. Woodward, Chairperson
Oakland County Board of Commissioners
WITNESSED: ___________________________________ DATE: _______________
Oakland County Board of Commissioners
County of Oakland