Loading...
HomeMy WebLinkAboutResolutions - 2026.08.13 - 43129 AGENDA ITEM: Comprehensive Information Technology Service Agreement Renewals DEPARTMENT: Information Technology MEETING: Board of Commissioners DATE: Thursday, August 13, 2026 9:30 AM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2026-6622 Motion to authorize the Chairperson of the Board to execute Comprehensive Information Technology Service Agreements, including the applicable exhibits, for services with the following “Out-of-County” public bodies: 16th District Court – Livonia, Exhibits I, II, and VII; 18th District Court – Westland, Exhibits I and II; 21st District Court – Garden City, Exhibits I and II; 22nd District Court – Inkster, Exhibits I, II, and VII; 31st District Court – Hamtramck, Exhibits I, II, and VII; 35th District Court – Plymouth, Exhibits I, II, and VII; 66th District Court – Shiawassee County, Exhibits I and II; Calhoun County Friend of the Court, Exhibit II; City of Battle Creek, Exhibits I and II; City of Flat Rock, Exhibit I; City of Onaway, Exhibits I and II; Genesee County, Exhibits I and II; Hamilton Township, Exhibits I and II; Hartland Township, Exhibits I and II; Jackson County, Exhibits I and II; Lenawee County, Exhibits I and II; Oakfield Township, Exhibits I and II; Saginaw County, Exhibits I and II; Shiawassee County, Exhibits I and II; Shiawassee County FOC, Exhibits I and II; Southeast Michigan Council of Governments (SEMCOG), Exhibit X; Spaulding Township, Exhibits I and II; Swan Creek Township, Exhibits I and II; and Tuscola County, Exhibits I and II. Further, authorize, upon receipt of final executed agreements from the designated agents or governing bodies of the public bodies requesting services, the Board Chairperson to execute and enter into these Agreements on behalf of the County of Oakland. The Department of Information Technology will provide a list of all public bodies agreeing to the attached Interlocal Agreement along with its quarterly report to the Economic Growth and Infrastructure Committee. ITEM CATEGORY SPONSORED BY Contract Gwen Markham INTRODUCTION AND BACKGROUND The Oakland County Department of Information Technology has developed numerous applications to more efficiently conduct governmental operations and is sharing certain applications with other governmental bodies. IT Services Agreements are created with these agencies that utilize these applications for a period of 5 years. This resolution is to request approval for Renewal Agreements for twenty-four “Out of County” agencies listed below. The State of Michigan has encouraged governmental entities to share services with each other for efficiency and cost savings. The Oakland County Department of Information Technology has developed numerous applications to more efficiently conduct governmental operations and is sharing certain applications with other governmental bodies to improve government efficiency and as a means of cost recovery. The Board of Commissioners, pursuant to Miscellaneous Resolution #12153, 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 Agreement enables the County to provide up to ten I.T. Services with appropriate fees, when applicable. The following entities have requested services as listed below: Agency Name New / Renew In / Out County 16th District Court - Livonia R OUT 18th District Court - Westland R OUT 21st District Court - Garden City R OUT 22nd District Court - Inkster R OUT 31st District Court - Hamtramck R OUT 35th District Court - Plymouth R OUT 66th District Court - Shiawassee R OUT Calhoun County Friend of the Court R OUT City of Battle Creek R OUT City of Flat Rock R OUT City of Onaway R OUT Genesee County R OUT Hamilton Township R OUT Hartland Township R OUT Jackson County R OUT Lenawee County R OUT Oakfield Township R OUT Saginaw County R OUT Shiawassee County R OUT Shiawassee County FOC R OUT Southeast Michigan Council of Governments (SEMCOG) R OUT Spaulding Township R OUT Swan Creek Township R OUT Tuscola County R OUT With the adoption of Miscellaneous Resolution #19007, as amended, the Board of Commissioners clarified that Agreements for public entities within Oakland County and Agreements with public bodies outside of Oakland County that are solely for Emergency Support Services and IT Security Advice may continue to be signed by the Board Chairperson, while Agreements with public bodies outside of Oakland County for all other services, shall be reviewed through the Committee process and must be approved by the Board of Commissioners before they can be signed by the Board Chairperson. FISCAL IMPACT: No Budget Amendment Needed Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional information. CONTACT Rod Davenport, Chief Information Officer Kimberly Arango, Application & Client Services Director ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 8/13/2026 AGENDA DEADLINE: 07/30/2026 4:30 PM ATTACHMENTS 1. 2025-2026 Out of County Combined Interlocal Agreements_II 2. MR2026-6622 Supplemental Memo COMMITTEE TRACKING 2026-07-08 Finance - Recommend to Board 2026-07-16 Full Board - Postpone 2026-08-13 Full Board - Adopt Motioned by: Commissioner Gwen Markham Seconded by: Commissioner Robert Hoffman Yes: Charles Cavell, Ann Erickson Gault, Marcia Gershenson, Robert Hoffman, Brendan Johnson, Karen Joliat, Christine Long, Penny Luebs, Gwen Markham, William Miller III, Kristen Nelson, Angela Powell, Robert Smiley, Yolanda Smith Charles, Michael Spisz, Linnie Taylor, David Woodward (17) No: None (0) Abstain: None (0) Absent: Michael Gingell, Philip Weipert (2) Passed Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 16TH DISTRICT COURT - LIVONIA This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 16th District Court - Livonia ("Public Body"), 32765 Five Mile Road, Livonia, MI 48154. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means the 16th District Court - Livonia which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services X Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Nadezda Stojcevska, nstojcevska@livonia.gov, 32765 Five Mile Road, Livonia, MI 48154. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Nadezda Stojcevska hereby acknowledges that he/she has been authorized by a resolution of the 16th District Court - Livonia, 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: _______________ Nadezda Stojcevska, Court Administrator WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 1 MR 256044 12/11/2025 INTRODUCTION The I.T. Service described in this Exhibit (OakNet Connectivity) will provide network transport services to government agencies for the purpose of accessing applications and ISP services provided by Oakland County. 1.0 COUNTY RESPONSIBILITIES 1.1 County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County’s network (OakNet) at Public Body’s facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 1.2 County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 1.3 County shall provide a single port by which Public Body may connect its internal network to OakNet 1.4 County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 1.5 County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 1.6 To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County’s connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2.2 Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 2.3 Public Body shall not mount any equipment in the County’s equipment cabinet. 2.4 Public Body shall be responsible for configuring and maintaining Public Body’s internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 2.5 Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 2 MR 256044 12/11/2025 local IP addresses, Network Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 2.6 If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 2.7 Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services. 2.8 Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. 4.0 SERVICE AND SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County’s connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. 5.0 LICENSE USE AND ACCESS 5.1 County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s consent in writing. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 18TH DISTRICT COURT - WESTLAND This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 18th District Court - Westland ("Public Body"), 36675 Ford Rd., Westland, MI 48185. 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: DEFINITIONS Agreement Claims Confidential Information records of County’ County sons’ Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 18th District Court - Westland 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services X Exhibit VII: COUNTY RESPONSIBILITIES. Access. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: James Gibbs, jgibbs@18thdistrictcourt.com, 36675 Ford Rd., Westland, MI 48185. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, James Gibbs hereby acknowledges that he/she has been authorized by a resolution of the 18th District Court - Westland , 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: _______________ James Gibbs, Court Administrator WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 21ST DISTRICT COURT - GARDEN CITY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 21st District Court - Garden City ("Public Body"), 21st District Court, 6000 Middlebelt Rd, Garden City, MI 48135. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means the 21st District Court - Garden City which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Brandon Crupi, bcrupi@21stdistrictcourt.com, 21st District Court, 6000 Middlebelt Rd, Garden City, MI 48135. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Richard Hammer hereby acknowledges that he/she has been authorized by a resolution of the 21st District Court - Garden City, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 22ND DISTRICT COURT - INKSTER This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 22nd District Court - Inkster ("Public Body"), 26279 Michigan Avenue, Inkster, Michigan 48141. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 22nd District Court - Inkster 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services X Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Michele Windhurst, mwindhurst@districtcourt22.com, 26279 Michigan Avenue, Inkster, Michigan 48141. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Michele Windhurst hereby acknowledges that he/she has been authorized by a resolution of the 22nd District Court - Inkster, 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: _______________ Michele Windhurst, Court Administrator WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 1 MR 256044 12/11/2025 INTRODUCTION The I.T. Service described in this Exhibit (OakNet Connectivity) will provide network transport services to government agencies for the purpose of accessing applications and ISP services provided by Oakland County. 1.0 COUNTY RESPONSIBILITIES 1.1 County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County’s network (OakNet) at Public Body’s facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 1.2 County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 1.3 County shall provide a single port by which Public Body may connect its internal network to OakNet 1.4 County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 1.5 County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 1.6 To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County’s connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2.2 Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 2.3 Public Body shall not mount any equipment in the County’s equipment cabinet. 2.4 Public Body shall be responsible for configuring and maintaining Public Body’s internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 2.5 Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 2 MR 256044 12/11/2025 local IP addresses, Network Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 2.6 If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 2.7 Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services. 2.8 Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. 4.0 SERVICE AND SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County’s connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. 5.0 LICENSE USE AND ACCESS 5.1 County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s consent in writing. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 31ST DISTRICT COURT - HAMTRAMCK This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 31st District Court - Hamtramck ("Public Body"), 3401 Evaline St.Hamtramck, MI 48212. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 31st District Court - Hamtramck 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services X Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Ty'Ana Bushner, tbushner@31stdistrictcourt.net, 3401 Evaline St., Hamtramck, MI 48212. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE ENTIRE AGREEMENT Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Alexis G. Krot hereby acknowledges that he/she has been authorized by a resolution of the 31st District Court - Hamtramck , 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: _______________ Alexis G. Krot, Chief Judge WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 1 MR 256044 12/11/2025 INTRODUCTION The I.T. Service described in this Exhibit (OakNet Connectivity) will provide network transport services to government agencies for the purpose of accessing applications and ISP services provided by Oakland County. 1.0 COUNTY RESPONSIBILITIES 1.1 County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County’s network (OakNet) at Public Body’s facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 1.2 County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 1.3 County shall provide a single port by which Public Body may connect its internal network to OakNet 1.4 County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 1.5 County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 1.6 To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County’s connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2.2 Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 2.3 Public Body shall not mount any equipment in the County’s equipment cabinet. 2.4 Public Body shall be responsible for configuring and maintaining Public Body’s internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 2.5 Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 2 MR 256044 12/11/2025 local IP addresses, Network Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 2.6 If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 2.7 Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services. 2.8 Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. 4.0 SERVICE AND SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County’s connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. 5.0 LICENSE USE AND ACCESS 5.1 County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s consent in writing. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 35TH DISTRICT COURT - PLYMOUTH This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 35th District Court - Plymouth ("Public Body"), 660 Plymouth Rd, Plymouth, MI 48170. 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: DEFINITIONS Agreement Claims Confidential Information records of County’ County sons’ Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 35th District Court - Plymouth 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services X Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Jennifer Lada, jlada@35thdistrictcourt.org, 660 Plymouth Rd, Plymouth, MI 48170. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Jennifer Lada hereby acknowledges that he/she has been authorized by a resolution of the 35th District Court - Plymouth, 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: _______________ Jennifer Lada, Court Administrator WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 1 MR 256044 12/11/2025 INTRODUCTION The I.T. Service described in this Exhibit (OakNet Connectivity) will provide network transport services to government agencies for the purpose of accessing applications and ISP services provided by Oakland County. 1.0 COUNTY RESPONSIBILITIES 1.1 County shall provide, install, and maintain the network equipment and cable necessary to deliver the I.T. Service of OakNet Connectivity, which will allow Public Body to connect to the County’s network (OakNet) at Public Body’s facilities and workstations. OakNet Connectivity permits Public Body to access I.T. Services that County has made available to Public Body. 1.2 County shall provide Public Body with a private IP address range, subnet mask, and gateway address for use by Public Body in configuring its internal network and to enable use of this I.T. Service. 1.3 County shall provide a single port by which Public Body may connect its internal network to OakNet 1.4 County shall use reasonable means to provide the I.T. Service for the transmission of information 24 hours a day, 7 days a week. 1.5 County and authorized Vendors shall present identification to Public Body for physical access to the OakNet Connectivity equipment for emergency service and scheduled maintenance. 1.6 To the extent practicable, County shall notify Public Body sixty (60) days in advance of pending changes in its contract with its third party connection provider(s). If the County’s connection provider(s) is increasing costs, County shall provide Public Body with sufficient information to determine if it wishes to continue receiving this I.T. Service. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body shall provide adequate space and electrical power for the County to place equipment, an equipment cabinet, and cable. 2.2 Public Body shall promptly provide County staff and authorized third party with physical access to County equipment for emergency service and scheduled maintenance. 2.3 Public Body shall not mount any equipment in the County’s equipment cabinet. 2.4 Public Body shall be responsible for configuring and maintaining Public Body’s internal network equipment and cabling. Internal network equipment shall include cables connecting Public Body and County equipment. 2.5 Public Body shall configure Public Body workstations and other equipment to operate properly on the internal network, including assignment/configuration of the EXHIBIT VII I.T. SERVICES I.T. SERVICES AGREEMENT – EXHIBIT VII Page 2 MR 256044 12/11/2025 local IP addresses, Network Address Translation (NAT), or Domain Name Services (DNS) and as required to access this I.T. Service. 2.6 If Public Body terminates this I.T. Service, Public Body shall pay any charges related to early termination of third party communication services provided by County on behalf of Public Body. 2.7 Public Body shall be responsible for all costs associated with the relocation, reconfiguration or removal of County equipment and cable, when any of these changes are initiated by or at the request of Public Body, for any reason, including but not limited to relocation of municipal offices, construction, renovation, and discontinuance of services. 2.8 Public Body shall not attempt to access, configure, power cycle or connect to any County equipment unless specifically directed to do so by authorized County Department of Information Technology personnel or third party authorized by County. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department as described in the Agreement. 4.0 SERVICE AND SUPPORT COSTS County will invoice Public Body monthly for the cost of the communication lines. These charges will be based upon the rates set by the County’s connection provider. County may choose to waive any fees for qualified law enforcement departments and for Public Bodies located within Oakland County. 5.0 LICENSE USE AND ACCESS 5.1 County grants to Public Body a nonexclusive license to use the County developed software applications, if any, needed to receive this I.T. Service. This license cannot be provided to any other party without County’s consent in writing. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND 66TH DISTRICT COURT - SHIAWASSEE COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the 66th District Court - Shiawassee County ("Public Body"), 110 E. Mack St., Corunna, MI 48817. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 66th District Court - Shiawassee County 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Michael L. Herendeen, MLHerendeen@shiawassee.net ; Sharon Downing sdowning@Shiawassee.net; ACaverson@Shiawassee.net; Klab@Shiawassee.net, 110 E. Mack St., Corunna, MI 48817. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Hon. Ward L. Clarkson hereby acknowledges that he/she has been authorized by a resolution of the 66th District Court - Shiawassee County , 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: _______________ Hon. Ward L. Clarkson, Chief Judge WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CALHOUN COUNTY FRIEND OF THE COURT This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Calhoun County Friend of the Court ("Public Body"), 315 W Green St, Marshall, MI 49068. 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: DEFINITIONS Agreement Claims Confidential Information records of County’ County sons’ Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Calhoun County Friend of the 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. 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y if they are attached to this Agreement and selected below or added at a later date by a formal amendment to this Agreement: Online Payments Exhibit I: X Exhibit II: COUNTY RESPONSIBILITIES. Access. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Brenda Griffiths. bgriffiths@calhouncountymi.gov, 161 E Michigan Ave., Battle Creek, MI 49014-4066. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Kristen Getting hereby acknowledges that he/she has been authorized by a resolution of Calhoun County Friend of the 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. Kristen Getting, Circuit/Probate Court Administrator Friend of the Court WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF BATTLE CREEK This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Battle Creek ("Public Body"), 10 N. Division St., Battle Creek, MI 49014. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 City of Battle Creek 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Tammy Wolfersberger, tlwolfersberger@battlecreekmi.gov ; Chad A. Frein, cafrein@battlecreekmi.gov, 10 N. Division St., Battle Creek, MI 49014. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Amanda Zimmerlin hereby acknowledges that he/she has been authorized by a resolution of the City of Battle Creek , 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: _______________ Amanda Zimmerlin, City Manager WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF FLAT ROCK This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Flat Rock ("Public Body"), 25500 Gibraltar Road, Flat Rock, MI 48134. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 City of Flat Rock 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Wendy Clark, wendy@flatrockmi.org, 25500 Gibraltar Road, Flat Rock, MI 48134. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Wendy Clark hereby acknowledges that he/she has been authorized by a resolution of the City of Flat Rock , 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: _______________ Wendy Clark, Deputy Treasurer WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND CITY OF ONAWAY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and the City of Onaway ("Public Body"), 20774 State Street, P.O. Box 761, Onaway, MI 49765. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 City of Onaway 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Crystal Veal, onawayclerk@gmail.com, 20774 State Street, P.O. Box 761, Onaway, MI 49765. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN W ITNESS WHEREOF, Kelli Stockwell hereby acknowledges that he/she has been authorized by a resolution of the City of Onaway , 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: _______________ Kelli Stockwell, City Manager WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND GENESEE COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Genesee County ("Public Body"), 1101 Beach St., Flint, MI 48502. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Genesee County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Michael Dawisha, MDawisha@geneseecountymi.gov ; GCITOrders@co.genesee.mi.us, 1101 Beach St., Flint, MI 48502. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Joshua Freeman hereby acknowledges that he/she has been authorized by a resolution of Genesee County, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND HAMILTON TOWNSHIP This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Hamilton Township ("Public Body"), 75406 56th Street, PO Box 35, Decatur, MI 49045. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Hamilton Township which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Sandra Hanson, dshanson@btc- bci.com, 75406 56th Street, PO Box 35, Decatur, MI 49045. 21.3. Either Party may change the individual to whom Notice is sent and/or the mailing address GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE ENTIRE AGREEMENT Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Andrea Wallace hereby acknowledges that he/she has been authorized by a resolution of Hamilton Township, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND HARTLAND TOWNSHIP This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Hartland Township ("Public Body"), 2655 Clark Road, Hartland, Michigan 48353. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Hartland Township which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Donna Shollack, deptreasurer@hartlandtwp.com, 2655 Clark Road, Hartland, Michigan 48353. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Kathleen Horning hereby acknowledges that he/she has been authorized by a resolution of Hartland Township, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND JACKSON COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Jackson County ("Public Body"), 120 W Michigan, Jackson, MI 49201. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Jackson County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Dlaine Wilson, dwilson@mijackson.org, 120 W Michigan, Jackson, MI 49201. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, James E. Shotwell, Jr. hereby acknowledges that he/she has been authorized by a resolution of Jackson County, 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. James E. Shotwell, Jr., Chairman; Jackson County Board of Commissioners EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND LENAWEE COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Lenawee County ("Public Body"), 301 N Main Street, Old Courthouse 2nd floor, Adrian, MI 49221. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Lenawee County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Roxann Holloway, Roxann.Holloway@lenawee.mi.us and Erin Van Dyke, treasurer@lenawee.mi.us, 301 N Main Street, Old Courthouse 2nd floor, Adrian, MI 49221. GOVERNING LAW/CONSENT TO JURISDICTION AND VENUE ENTIRE AGREEMENT Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, James E. Van Doren hereby acknowledges that he/she has been authorized by a resolution of Lenawee County, 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. James E. Van Doren, Chair, Board of Commissioners EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND OAKFIELD TOWNSHIP This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Oakfield Township ("Public Body"), 10300 14 Mile Road, Rockford, MI 49341. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Oakfield Township which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Amy Christensen, info@oakfieldtwp.org, 10300 14 Mile Road, Rockford, MI 49341. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Betsy Koett hereby acknowledges that he/she has been authorized by a resolution of Oakfield Township, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND SAGINAW COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Saginaw County ("Public Body"), 111 S. Michigan Ave, Saginaw, MI 48602. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Saginaw County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Tim Novak, tnovak@saginawcounty.com, 111 S. Michigan Ave, Saginaw, MI 48602. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Jack Tany hereby acknowledges that he/she has been authorized by a resolution of Saginaw County, 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. Jack Tany, Chairman, Board of Commissioners WITNESSED: ___________________________________ DATE: _______________ AGREEMENT ADMINISTRATOR: ______________________________ DATE: _______________ (IF APPLICABLE) IN W ITNESS 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 EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND SHIAWASSEE COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Shiawassee County ("Public Body"), 208 North Shiawassee Street, 2nd Floor, Corunna, 48817. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Shiawassee County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Julie Sorenson, jsorenson@shiawassee.net, 208 North Shiawassee Street, 2nd Floor, Corunna, 48817. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Greg Brodeur hereby acknowledges that he/she has been authorized by a resolution of Shiawassee County, 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. Greg Brodeur, Board of Commissioners Chairman EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND SHIAWASSEE COUNTY FRIEND OF THE COURT This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Shiawassee County Friend of the Court ("Public Body"), 208 N. Shiawassee St., 1st Floor, Corunna, 48817. 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: DEFINITIONS Agreement Claims Confidential Information records of County’ County sons’ Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Shiawassee County FOC which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Krissi S. Lab, klab@shiawassee.net, 208 N. Shiawassee St., 1st Floor, Corunna, 48817. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Chief Judge Ward Clarkson hereby acknowledges that he/she has been authorized by a resolution of Shiawassee County FOC, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND SOUTHEAST MICHIGAN COUNSEL OF GOVERNMENTS (SEMCOG) This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutiona l Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Southeast Michigan Counsel of Governments (SEMCOG) ("Public Body"), 1001 Woodward Ave., Ste. 1400 Detroit, MI 48226. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Southeast Michigan Counsel of Governments (SEMCOG) which is an entity created by state or local authority or which is primarily funded b y 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, co uncil members, commissioners, authorities, committees, employees, agents, subcontractors, attorne ys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes an y 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, attorne ys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or an y such persons’ successors or predecessors (whether such persons act or acted in their personal, representative or official capacities), and/or an y persons acting by, through, under, or in concert with an y of the above who have access to the I.T. Services provided under this Agreement. "Public Bod y Employee" shall also include an y person who was a Public Bod y Employee at an y 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 b y 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 pa yment of monies owed to Public Body initiated via a credit card reader attached to an on-premise c omputer 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 pa yment of loca l 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. Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Bod y’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. Oaknet Connectivity means use of communication lines and network equipment maintained by County for the transmission of digita l information whether leased or owned b y County. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 the y are attached to this Agreement and selected below or added at a later date b y a formal amendment 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online X Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 syste m will include "bu g" 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 b y County and communicated to Public Bod y 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 maintena nce windows will be outlined specifica lly 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 disaste r 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 an d local laws and industry standards, including, but not limited to, the Health Insurance Porta bility and Accountability Act (H IPAA) and Pa yment Card Industry Data Security S tandard (PCI DSS.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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 Frida y, excluding holida ys. The Service Center can receive calls to report I.T. Service outages 24 hours a da y, 7 days a week. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 2.8. County ma y 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 refe r 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 an y 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 b y Public Bod y and is responsible for providing all initial data identified in the attached Exhibits in a format acceptable to County. Public Body is responsible for ensuring the accuracy and currenc y 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 b y 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. 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 terminatio n 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 3.6. If authorized by County, Public Body ma y 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 Bod y 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 b y 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 Coun ty staff. 3.7.2. Communication with general public supported b y 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. 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 ma y track the sta tus 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 agree ments, service agreements, acceptab le use policies and Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 tha t 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 b y 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 b y 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 Bod y, 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 ad d Exhibits that were previously approved by the Board of Commissioners but are requested by Public Bod y after the execution of the Agreement. An amendment signed b y 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 b y all Parties or until cancelled or terminated b y an y 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. 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 cop y 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 pa y County any monies when and as due under this Agreement, Public Bod y agrees that unless express ly prohibited b y 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, includin g but not limited to, the Oakland County Delinquent Tax Revolving Fund ("DTRF"), if applicable. Any Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 setoff or retention of funds by County shall be deemed a voluntary assign ment of the amount by Public Body to County. Public Body waives an y Claims against County or its Officials for an y 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 seto ff 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-max imum legal interest on an y 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 an y other legal rights or remedies under this Agreement or at law against Public Body to secure payment of amounts due to County under this Agreement. The remedies in this Section shall be available to County on an ongoing and successive basis if Public Body at an y time becomes delinquent in its payment. Notwithstanding an y other term and condition in this Agreement, if County pursues any legal action in any court to secure its pa yment under this Agreement, Public Body agrees to pay all costs and expenses, including attorne y 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 an y other legal principle to be indemnified or reimbursed b y 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 an y 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 an y 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 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, regula tions, administrative rules, and requirements applicable to its activities performe d under this Agreement. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 purpo se and non- infringe ment. 8.2. County makes no warran ty 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 Bod y’s discretion and risk. Public Body will be solely responsible for any damage to its comp uter syste m or loss of data that results from downloading any material. 9. LIMITATION OF LIABILITY. In no event shall either Party be liable to the other Party or any other person, for an y 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 nonperformanc e of this Agreement involving or affecting the Parties may first be submitted to County's Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer and Public Bod y’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 da ys, the dispute may be submitted to the signatories of this Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 11. TERMINATION OR CANCELLATION OF AGREEMENT. 11.1. Either Party may terminate or cancel this entire Agreement or an y one of the I.T. Services described in the attached Exhib its, upon one hundred twenty (120) days written notice, if eithe r Party decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Early termina tion 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 termina te this Agree ment for County under this provision. A termination of one or more of the Exhibits which does not constitute a termination of the entire Agreeme nt may be accepted on behalf of County by its Chief Information Officer. 12. SUSPENSION OF SERVICES. County, through its Chief Information Officer, ma y 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 technica l or security issues. The right to suspend I.T. Services is in addition to the right to termina te or cancel this Agreement according to the provisions in Section 11. 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 employe e-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 inde mnification, right to subrogation, and/or an y 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 an y 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 b y either Party shall subsequently a ffect 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 comp rise this Agreement. 19. CAPTIONS. The section and subsection numbers, captions, and an y index to such sections and subsections contained in this Agreement are intended for the convenienc e of the reader and are not Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 failu re 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 governmen t 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 sha ll 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: Amy O'Leary, 1001 Woodward Ave., Ste. 1400 Detroit, MI 48226. 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 brough t in the 6th Judicial Circ uit 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 betwee n 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. IN WITNESS WHEREOF, Amy O'Leary hereby acknowledges that he/she has been authorized by a resolution of the Southeast Michigan Counsel of Governments (SEMCOG), a certified copy of which Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: _______________ Amy O'Leary, Executive Director 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 EXHIBIT X I.T. SERVICES I.T. SERVICES AGREEMENT-EXHIBIT X Page 1 MR 256044 12/11/2025 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. EXHIBIT X I.T. SERVICES I.T. SERVICES AGREEMENT-EXHIBIT X Page 2 MR 256044 12/11/2025 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 EXHIBIT X I.T. SERVICES I.T. SERVICES AGREEMENT-EXHIBIT X Page 3 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 1 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 2 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 3 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 4 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 5 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 6 MR 256044 12/11/2025 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 on behalf 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 7 MR 256044 12/11/2025 (Title) (Address) (Address continued) Date: ATTACHMENT A TO EXHIBIT X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 8 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 9 MR 256044 12/11/2025 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 X I.T. SERVICES I.T. SERVICES AGREEEMENT-EXHIBIT X, ATTACHMENT APage 10 MR 256044 12/11/2025 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. Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND SPAULDING TOWNSHIP This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Spaulding Township ("Public Body"), 5025 East Road Saginaw, MI 48601. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Spaulding Township of which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Tiffany Fortier, treas@spauldingtwp.com, Office@SpauldingTwp.com, 5025 East Road Saginaw, MI 48601. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Tiffany Fortier hereby acknowledges that he/she has been authorized by a resolution of Spaulding Township, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND SWAN CREEK TOWNSHIP This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Swan Creek Township ("Public Body"), 11415 Lakefield Rd, St. Charles, MI, 48655-0176. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Swan Creek Township which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: Oaknet Connectivity Exhibit VIII: Internet Service Exhibit IX: ArcGIS Online Exhibit X: Data Sharing 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. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Tina Larkin, tina@swancreektwp.com, 11415 Lakefield Rd, St. Charles, MI, 48655-0176. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Tina Larkin hereby acknowledges that he/she has been authorized by a resolution of Swan Creek Township, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 Page 1 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 AGREEMENT FOR I.T. SERVICES BETWEEN OAKLAND COUNTY AND TUSCOLA COUNTY This Agreement (the "Agreement") is made between Oakland County, a Municipal and Constitutional Corporation, 1200 North Telegraph Road, Pontiac, Michigan 48341 ("County"), and Tuscola County ("Public Body"), 207 E. Grant Street, Caro, MI 48723. 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’s 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-terrorism 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. Page 2 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.5. 1.6. 1.7. 1.8. 1.9. Day means any calendar day beginning at 12:00 a.m. and ending at 11:59 p.m. Public Body means Tuscola County which is an entity created by state or local authority or which is primarily funded by or through state or local authority, including, but not limited to, its council, its Board, its departments, its divisions, elected and appointed officials, directors, board members, council members, commissioners, authorities, committees, employees, agents, subcontractors, attorneys, volunteers, and/or any such persons’ successors. For purposes of this Agreement, Public Body includes any Michigan court, when acting in concert with its funding unit, to obtain I.T. Services. Public Body Employee means any employees, officers, directors, members, managers, trustees, volunteers, attorneys, and representatives of Public Body, licensees, concessionaires, contractors, subcontractors, independent contractors, agents, and/or any such persons’ successors or predecessors (whether such persons 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. Points of Contact mean the individuals designated by Public Body and identified to County to act as primary and secondary contacts for communication and other purposes as described herein. I.T. Services means the following individual 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 Over The Counter Payments Pay Local Taxes Jury Management System Collaborative Asset Management System (“CAMS”) Page 3 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 1.9.6. Data Center Use & Services means providing space for Public Body’s equipment in County’s Data Center and access to electrical power and backup power. 1.9.7. 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. 1.9.8. 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. 1.9.9. 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. 1.9.10. 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). 1.10. 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 onl y 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: Data Center Use and Services Exhibit VII: COUNTY RESPONSIBILITIES. Access. Page 4 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 integrit y of Count y’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.) 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 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 Points of Contact and information in the table below can be modified unilaterally by the County without executing an amendment to this Agreement in accordance with Section 4. In such cases, the County must provide written notice to the Public Body of any modifications. 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. Page 5 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 Outages are defined as unexpected service downtime or error messages. Depending on severit y, 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 for providing all initial data identified in the attached Exhibits in a format acceptable to County. 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. 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. Page 6 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 7 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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. 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 Page 8 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 to 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 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. Page 9 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 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 Chief Information Officer and Public Body’s Agreement Administrator for possible resolution. County's Chief Information Officer 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 Agreement or their successors in office. The signatories of this Agreement may meet promptly and confer in an effort to resolve such dispute. Page 10 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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 Part y decided, in its sole discretion, to terminate this Agreement or one of the Exhibits, for any reason including convenience. 11.2. Earl y 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 Section 11. 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 WAIVE R. 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. 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 Page 11 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 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: Eean Lee, elee@tuscolacounty.org, 207 E. Grant Street, Caro, MI 48723. 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. Page 12 of 12 I.T. SERVICES - INTERLOCAL AGREEMENT MR 256044 12/11/2025 IN WITNESS WHEREOF, Kim Vaughan hereby acknowledges that he/she has been authorized by a resolution of Tuscola County, 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. EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 1 MR 255027 3/18/2025 INTRODUCTION The I.T. Service described in this Exhibit (Online Payments) will provide government agencies with the ability to accept card (credit and debit) payments, certain digital wallets (eWallets) selected by County, and/or electronic check payments online, collectively referred to as the “payment methods”. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make payments for any type of fees or costs, i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods, utilizing the Internet. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 If requested by Public Body, County will provide a single public web page that will reside on County server(s) and include basic information with links to the I.T. Service for Online Payments. County will not provide content management. County will provide basic design template customization (header and colors) and minimal content (basic contact information). URLs will have a G2Gcloud.com domain name. County has sole discretion as to what may be placed on this one- page website. 1.3 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.4 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES 2.1 Public Body will be responsible for placing the URL provided by County onto their website for this service. 2.2 Public Body will include the URL in printed or electronic communications to the general public regarding this service. 2.3 Public Body shall respond to all questions from the general public regarding payments. County shall refer questions regarding the amount of payment due or owing to Public Body. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s), as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS EXHIBIT I I.T. SERVICES I.T. SERVICES AGREEMENT - EXHIBIT I Page 2 MR 255027 3/18/2025 4.1 Service Access 4.1.1 Access to the I.T. Service is via an internet browser. The URL for the general public to initiate the Online Payments service will be provided by County. 4.1.2 Public Body will provide access to this I.T. Service for the general public via the URL provided by County on the web site owned by Public Body. 4.1.3 The URL for Public Body to view activity reports and to perform all administrative functions and for the general public to maintain recurring payments will be provided by County. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE COSTS Public Body does not have to pay the County for this I.T. Service. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third-party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS Page 1 INTRODUCTION The I.T. Service described in this Exhibit (Over the Counter Payments) will provide government agencies with the ability to take card (credit and debit) payments and certain digital wallets (eWallets), collectively referred to as the “payment methods”, at the counter and over the phone. 1.0 COUNTY RESPONSIBILITIES 1.1 County will provide an I.T. Service where the general public can make Over the Counter Payments for any type of fees or costs; i.e. pay property taxes, licenses, permits or traffic tickets by means of the payment methods. County may use vendor(s) to perform the services that County will provide to Public Body. 1.2 County will provide Public Body with access to a password protected website where Public Body can issue credits and view daily, weekly, and monthly transaction activity of payments processed through this I.T. Service. 1.3 The Payment Processing Service Fee (the “Fee”) charged to the general public shall be an amount established by the County Board of Commissioners. 2.0 PUBLIC BODY RESPONSIBILITIES Public Body shall respond to all questions from the general public regarding payments. 3.0 SUPPORT The I.T. Service will be supported by County’s Information Technology (I.T.) Department and/or County’s vendor(s) as described in the Agreement. 4.0 SERVICE ACCESS AND REQUIREMENTS 4.1 Service Access 4.1.1 Access to the I.T. Service is via a card and eWallet reader provided by County attached to a computer with a connection to an Internet website run by County. 4.1.2 The URL for Public Body to view activity reports and to perform all administrative functions will be provided by County. 4.1.3 Public Body will provide access to this I.T. Service for the general public via computer owned by Public Body and on the premise of the Public Body. This computer may be operated by Public Body staff or made available directly to the general public. 4.2 Service Requirements 4.2.1 The general public shall be required to pay County the Fee to use this I.T. Service. County will use the Fee(s) to recover costs associated with this I.T. Service. EXHIBIT II I.T. SERVICES AGREEMENT OVER THE COUNTER PAYMENTS 4.2.2 The person making the payment will authorize one transaction. The funds received for the payment of monies owed to Public Body will be deposited into an account owned by the Public Body. The funds received from the Fee will be deposited into an account owned by County. 5.0 SERVICE AND EQUIPMENT COSTS 5.1 Public Body does not have to pay the County for payment processing, customer support, or electronic payment methods (software, application, portal, etc.) for this I.T. Service. 5.2 County will acquire the hardware for non-electronic payment methods and provide the hardware to Public Body. Public Body shall reimburse the County for all costs incurred by the County to provide the hardware to Public Body. 6.0 PROVISION AND MAINTENANCE OF DATA 6.1 Public Body must use the same payment method processing entities used by County. The names and contact information for these entities shall be provided by County. County shall notify Public Body in advance of any changes to the third- party entities. 6.2 Public Body shall provide County with all necessary bank account and routing numbers to give effect to this Agreement. 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 II Page 2 MR 2026-6622 Comprehensive Information Technology Service Agreement Renewals To: Oakland County Board of Commissioners, Finance Subcommittee From: Kimberly Arango, IT Director Application & Client Services Date: July 30, 2026 Subject: Comprehensive Information Technology Service Agreement Renewals (MR 2026- 6622) Purpose This memo provides supplemental financial transaction data to MR 2026-6622 for the 23 existing out-of-county G2G (government to government) participants included in the resolution requesting the Board execute a renewal of services with as well as supporting information for the one agreement with SEMCOG (Southeastern Michigan Council of Government) for data sharing included in the resolution. Background: G2G Over the Counter and Online Payment Services In 2025 the Board approved MR 2025-5027, revising Over the Counter (OTC) Payments and Online Payment (OTC) services. Key changes included: • Replaced the tiered access fee table with a fixed 3.5% service fee for credit card transactions, aligning the County with industry standards. (ACH fees remain $2.50 per transaction). • Discontinued sharing net access fees with agencies. In 2022-24, approximately 26% of the fee was shared with Oakland County CVTs and 74% was shared with external agencies. Fee Sharing Summary 2022 2023 2024 Oakland County CVTs $ 130,148 $ 180,544 $ 181,007 External Agencies $ 495,010 $ 575,664 $ 525,180 Total Shared $ 625,158 $ 756,208 $ 706,187 • Out-of-county agencies must reimburse the County for equipment. Equipment pricing is set in the merchant services vendor contract per the table below. Agencies are billed for the model and number of units the agency requests. Product Description Unit Cost Lane 3600 Credit Card Reader $ 450.00 Lane 7000 Credit Card Reader $ 1,000.00 Standard Mounts Credit Card Reader Mounts $ 60.00 Deluxe Mounts Credit Card Reader Mounts $ 75.00 Program Impact: G2G Over the Counter and Online Payment Services The program revisions were set utilizing 2022-24 actual transaction volume data. The table below summarizes for the 23 out-of-county agencies in MR2026-6622 the historical credit card and ACH transaction data under the new terms, updated with 2025 transaction data and a forecast for 2026 based on a three-year historical look back (2023-25) as the full year actuals are not available yet. Year Transaction Amt CC 3.5% Service Fee Transaction Amt ACH $2.50 Service Fee Merchant Service Fee Structure 2022 $23,687,217.48 $829,052.61 $6,254,439.33 $27,415.00 $(802,541.98) $53,925.63 2023 $25,510,698.81 $892,874.46 $7,186,981.60 $29,747.50 $(851,463.72) $71,158.24 2024 $28,457,485.63 $996,012.00 $9,303,430.28 $28,775.00 $(939,607.85) $85,179.14 2025 $28,294,915.15 $990,322.03 $9,677,002.02 $29,690.00 $(939,313.17) $80,698.86 2026 Forecast $27,421,033.20 $959,736.16 $8,722,471.30 $29,404.17 $(910,128.25) $79,012.08 The fixed rate model covers total merchant service charges and annual operational expenses for program support, maintenance, and PCI compliance for the agencies included in the MR. Including out-of-county agencies in the G2G program provides a higher transaction volume, strengthening the County’s rate negotiating position with payment vendors, benefiting residents and local municipalities. The table below summarizes transactions for the 23 out-of-county agencies over the last four years for reference. Year Transactions Transactions Transactions 2022 172,282 10,966 183,248 2023 168,162 11,899 180,061 2024 178,676 11,510 190,186 2025 179,885 11,876 191,761 Additional detail by agency is available in the attached annual breakdown of the summary above. SEMCOG IT Services Agreement In May the Board approved MR 2026-6512, a joint funding agreement with USGS (US Geological Survey) to share the cost of capturing LiDAR (Light Detection and Ranging) data at a significantly reduced cost compared to individual contracts. • USG funded 48% of the total data acquisition costs • State of Michigan, SEMCOG, City of Detroit, Livingston, Macomb, Oakland, Washtenaw, and Wayne contributed the remaining funds to support data collection within their jurisdictions. This agreement is necessary so that the data collected by USGS can be shared between SEMCOG and Oakland County; there is no additional financial obligation being requested in MR2026-6612 for this agreement. Out of County Agencies - 2022 Revised Fee Model Agency 2022 Credit Card Transaction Count Transaction Amt County CC 3.5% Service Fee Transaction Count Transaction Amt County ACH $2.50 Service Fee Service Charge Structure Revenue 16th District Court (Livonia)11,420 2,026,133.89$ 70,914.69$ 0 -$ -$ (64,283.68)$ 6,631.00$ 18th District Court Westland 20,195 3,403,101.76$ 119,108.56$ 0 -$ -$ (108,731.55)$ 10,377.01$ 21st District Court Garden City 1,207 224,308.37$ 7,850.79$ 0 -$ -$ (7,073.73)$ 777.06$ 21st District Court-Garden City CLEMIS 507 89,480.00$ 3,131.80$ 0 -$ -$ (2,840.95)$ 290.85$ 22nd District Court 1,331 254,976.09$ 8,924.16$ 0 -$ -$ (8,010.09)$ 914.07$ 31st District Court Hamtramck 30,318 1,623,391.90$ 56,818.72$ 0 -$ -$ (67,381.78)$ (10,563.06)$ 35th District Court Plymouth 13,087 2,384,620.15$ 83,461.71$ 0 -$ -$ (75,392.30)$ 8,069.40$ 66th District Court 2,827 379,978.10$ 13,299.23$ 0 -$ -$ (12,569.65)$ 729.59$ Calhoun County FOC 108 34,310.10$ 1,200.85$ 0 -$ -$ (1,024.53)$ 176.33$ City of Battle Creek 48,295 5,988,120.06$ 209,584.20$ 8,716 4,557,789.92$ 21,790.00$ (218,326.55)$ 13,047.65$ City of Flat Rock 2,369 597,165.45$ 20,900.79$ 1,099 706,058.94$ 2,747.50$ (20,396.80)$ 3,251.49$ City of Onaway 453 58,974.50$ 2,064.11$ 0 -$ -$ (1,961.55)$ 102.56$ City of Onaway - Tax 49 17,157.41$ 600.51$ 0 -$ -$ (508.58)$ 91.93$ Genesee County Total 7,603 817,140.67$ 28,599.92$ 522 183,537.43$ 1,305.00$ (29,217.62)$ 687.31$ Hamilton Township Total 9 15,444.21$ 540.55$ 0 -$ -$ (431.47)$ 109.08$ Hartland Township Total 592 328,572.09$ 11,500.02$ 559 714,081.43$ 1,397.50$ (10,597.73)$ 2,299.79$ Jackson County Total 8,024 703,434.47$ 24,620.21$ 5 250.00$ 12.50$ (25,372.45)$ (739.74)$ Lenawee County 10,328 1,417,324.34$ 49,606.35$ 0 -$ -$ (46,722.42)$ 2,883.93$ Oakfield Township 67 47,240.92$ 1,653.43$ 64 92,699.61$ 160.00$ (1,477.38)$ 336.06$ Saginaw County Total 7,117 2,507,497.31$ 87,762.41$ 1 22.00$ 2.50$ (74,295.93)$ 13,468.98$ Shiawassee County Total 4,916 573,270.50$ 20,064.47$ 0 -$ -$ (19,451.94)$ 612.53$ Spaulding Township Total 609 78,582.82$ 2,750.40$ 0 -$ -$ (2,617.78)$ 132.62$ Swan Creek Total 755 108,837.37$ 3,809.31$ 0 -$ -$ (3,559.28)$ 250.03$ Tuscola County 96 8,155.00$ 285.43$ 0 -$ -$ (296.26)$ (10.84)$ TOTALS 172,282 23,687,217.48$ 829,052.61$ 10,966 6,254,439.33$ 27,415.00$ (802,541.98)$ 53,925.63$ Out of County Agencies - 2023 Revised Fee Model Agency 2023 Credit Card Transaction Count Transaction Amt County CC 3.5% Service Fee Transaction Count Transaction Amt County ACH $2.50 Service Fee Service Charge Structure Revenue 16th District Court (Livonia)13,365 2,360,526.00$ 82,618.41$ 0 -$ -$ (74,938.22)$ 7,680.20$ 18th District Court Westland 21,109 3,377,420.89$ 118,209.73$ 0 -$ -$ (108,710.82)$ 9,498.91$ 21st District Court Garden City 905 154,107.90$ 5,393.78$ 0 -$ -$ (4,916.72)$ 477.06$ 21st District Court-Garden City CLEMIS 463 75,811.00$ 2,653.39$ 0 -$ -$ (2,432.05)$ 221.33$ 22nd District Court 1,429 230,799.28$ 8,077.97$ 0 -$ -$ (7,418.73)$ 659.24$ 31st District Court Hamtramck 22,624 1,376,325.51$ 48,171.39$ 0 -$ -$ (54,816.95)$ (6,645.56)$ 35th District Court Plymouth 12,322 2,299,289.32$ 80,475.13$ 0 -$ -$ (72,471.96)$ 8,003.17$ 66th District Court 3,654 461,360.56$ 16,147.62$ 0 -$ -$ (15,427.92)$ 719.70$ Calhoun County FOC 156 58,956.06$ 2,063.46$ 0 -$ -$ (1,738.29)$ 325.17$ City of Battle Creek 47,299 6,157,591.46$ 215,515.70$ 9,585 5,376,553.61$ 23,962.50$ (223,978.02)$ 15,500.19$ City of Flat Rock 2,820 749,381.37$ 26,228.35$ 1,185 860,938.45$ 2,962.50$ (25,092.99)$ 4,097.86$ City of Onaway 428 50,220.16$ 1,757.71$ 0 -$ -$ (1,702.05)$ 55.65$ City of Onaway - Tax 42 14,912.34$ 521.93$ 0 -$ -$ (441.59)$ 80.34$ Genesee County Total 7,326 1,022,656.40$ 35,792.97$ 549 212,353.65$ 1,372.50$ (34,715.55)$ 2,449.92$ Hamilton Township Total 19 24,531.51$ 858.60$ 0 -$ -$ (688.87)$ 169.74$ Hartland Township Total 719 1,167,317.60$ 40,856.12$ 580 737,135.89$ 1,450.00$ (33,800.48)$ 8,505.63$ Jackson County Total 7,866 704,617.68$ 24,661.62$ 0 -$ -$ (25,276.49)$ (614.87)$ Lenawee County 11,037 1,556,033.90$ 54,461.19$ 0 -$ -$ (51,068.68)$ 3,392.50$ Oakfield Township 88 70,998.88$ 2,484.96$ 0 -$ -$ (2,018.47)$ 466.49$ Saginaw County Total 8,088 2,765,255.90$ 96,783.96$ 0 -$ -$ (82,110.54)$ 14,673.42$ Shiawassee County Total 4,842 602,541.76$ 21,088.96$ 0 -$ -$ (20,201.40)$ 887.56$ Spaulding Township Total 659 95,275.82$ 3,334.65$ 0 -$ -$ (3,114.34)$ 220.32$ Swan Creek Total 805 127,853.01$ 4,474.86$ 0 -$ -$ (4,119.71)$ 355.15$ Tuscola County 97 6,914.50$ 242.01$ 0 -$ -$ (262.90)$ (20.89)$ TOTALS 168,162 25,510,698.81$ 892,874.46$ 11,899 7,186,981.60$ 29,747.50$ (851,463.72)$ 71,158.24$ Out of County Agencies - 2024 Revised Fee Model Agency 2024 Credit Card Transaction Count Transaction Amt County CC 3.5% Service Fee Transaction Count Transaction Amt County ACH $2.50 Service Fee Service Charge Structure Revenue 16th District Court (Livonia)16,774 2,980,660.05$ 104,323.10$ 0 -$ -$ (94,548.65)$ 9,774.45$ 18th District Court Westland 24,860 4,079,724.41$ 142,790.35$ 0 -$ -$ (130,837.42)$ 11,952.93$ 21st District Court Garden City 681 128,746.78$ 4,506.14$ 0 -$ -$ (4,051.29)$ 454.85$ 21st District Court-Garden City CLEMIS 266 45,536.00$ 1,593.76$ 0 -$ -$ (1,451.74)$ 142.02$ 22nd District Court 1,754 277,004.53$ 9,695.16$ 0 -$ -$ (8,933.12)$ 762.03$ 31st District Court Hamtramck 22,320 1,461,990.46$ 51,169.67$ 0 -$ -$ (56,944.74)$ (5,775.07)$ 35th District Court Plymouth 13,665 2,614,828.78$ 91,519.01$ 0 -$ -$ (82,156.54)$ 9,362.47$ 66th District Court 3,641 459,068.15$ 16,067.39$ 0 -$ -$ (15,355.12)$ 712.26$ Calhoun County FOC 186 84,797.00$ 2,967.90$ 0 -$ -$ (2,471.42)$ 496.48$ City of Battle Creek 49,162 6,641,019.63$ 232,435.69$ 10,184 7,509,000.82$ 25,460.00$ (239,867.54)$ 18,028.15$ City of Flat Rock 2,015 504,624.99$ 17,661.87$ 74 334,767.81$ 185.00$ (15,536.44)$ 2,310.44$ City of Onaway 491 56,657.10$ 1,983.00$ 0 -$ -$ (1,926.32)$ 56.68$ City of Onaway - Tax 37 14,505.67$ 507.70$ 0 -$ -$ (426.66)$ 81.04$ Genesee County Total 7,601 1,057,311.14$ 37,005.89$ 536 230,337.61$ 1,340.00$ (35,848.81)$ 2,497.08$ Hamilton Township Total 39 60,998.90$ 2,134.96$ 0 -$ -$ (1,706.72)$ 428.24$ Hartland Township Total 903 1,674,389.52$ 58,603.63$ 635 1,100,509.41$ 1,587.50$ (47,992.96)$ 12,198.17$ Jackson County Total 8,087 672,378.65$ 23,533.25$ 0 -$ -$ (24,555.66)$ (1,022.41)$ Lenawee County 10,830 1,530,446.12$ 53,565.61$ 0 -$ -$ (50,209.77)$ 3,355.85$ Oakfield Township 112 245,478.87$ 8,591.76$ 81 128,814.63$ 202.50$ (6,996.67)$ 1,797.59$ Saginaw County Total 8,529 2,936,868.00$ 102,790.38$ 0 -$ -$ (87,160.62)$ 15,629.76$ Shiawassee County Total 4,990 635,106.47$ 22,228.73$ 0 -$ -$ (21,207.93)$ 1,020.80$ Spaulding Township Total 731 128,794.76$ 4,507.82$ 0 -$ -$ (4,090.11)$ 417.71$ Swan Creek Total 921 160,023.65$ 5,600.83$ 0 -$ -$ (5,091.40)$ 509.43$ Tuscola County 81 6,526.00$ 228.41$ 0 -$ -$ (240.22)$ (11.81)$ TOTALS 178,676 28,457,485.63$ 996,012.00$ 11,510 9,303,430.28$ 28,775.00$ (939,607.85)$ 85,179.14$ Out of County Agencies - 2025 Revised Fee Model Agency 2025 Credit Card Transaction Count Transaction Amt County CC 3.5% Service Fee Transaction Count Transaction Amt County ACH $2.50 Service Fee Service Charge Structure Revenue 16th District Court (Livonia)16,293 2,852,275.75$ 99,829.65$ 0 -$ -$ (90,657.33)$ 9,172.32$ 18th District Court Westland 19,591 3,188,154.52$ 111,585.41$ 0 -$ -$ (102,367.50)$ 9,217.91$ 21st District Court Garden City 844 150,540.13$ 5,268.90$ 0 -$ -$ (4,772.85)$ 496.05$ 21st District Court-Garden City CLEMIS 352 53,640.00$ 1,877.40$ 0 -$ -$ (1,739.10)$ 138.30$ 22nd District Court 2,070 354,740.32$ 12,415.91$ 0 -$ -$ (11,307.86)$ 1,108.05$ 31st District Court Hamtramck 20,349 1,747,080.33$ 61,147.81$ 0 -$ -$ (63,306.46)$ (2,158.65)$ 35th District Court Plymouth 16,121 2,872,400.37$ 100,534.01$ 0 -$ -$ (91,081.76)$ 9,452.25$ 66th District Court 3,758 468,158.71$ 16,385.55$ 0 -$ -$ (15,692.86)$ 692.69$ Calhoun County FOC 206 88,225.58$ 3,087.90$ 0 -$ -$ (2,580.70)$ 507.19$ City of Battle Creek 51,034 7,401,890.54$ 259,066.17$ 10,311 7,702,086.26$ 25,777.50$ (262,449.49)$ 22,394.18$ City of Flat Rock 651 174,951.00$ 6,123.29$ 0 -$ -$ (5,299.40)$ 823.88$ City of Onaway 578 70,432.90$ 2,465.15$ 0 -$ -$ (2,370.40)$ 94.75$ City of Onaway - Tax 41 15,463.27$ 541.21$ 0 -$ -$ (455.99)$ 85.22$ Genesee County Total 12,120 1,040,456.38$ 36,415.97$ 732 255,157.13$ 1,830.00$ (39,166.55)$ (920.58)$ Hamilton Township Total 37 55,853.15$ 1,954.86$ 0 -$ -$ (1,563.71)$ 391.15$ Hartland Township Total 1,010 663,730.74$ 23,230.58$ 713 1,490,467.26$ 1,782.50$ (20,436.10)$ 4,576.98$ Jackson County Total 9,467 680,509.19$ 23,817.82$ 0 -$ -$ (25,814.25)$ (1,996.43)$ Lenawee County 12,172 1,661,445.14$ 58,150.58$ 0 -$ -$ (54,818.74)$ 3,331.84$ Oakfield Township 150 133,079.18$ 4,657.77$ 120 229,291.37$ 300.00$ (4,012.18)$ 945.59$ Saginaw County Total 9,203 3,650,846.26$ 127,779.62$ 0 -$ -$ (107,300.52)$ 20,479.10$ Shiawassee County Total 5,271 642,934.78$ 22,502.72$ 0 -$ -$ (21,633.96)$ 868.76$ Spaulding Township Total 802 135,288.90$ 4,735.11$ 0 -$ -$ (4,321.94)$ 413.17$ Swan Creek Total 1,012 178,531.01$ 6,248.59$ 0 -$ -$ (5,668.60)$ 579.98$ Tuscola County 136 14,287.00$ 500.05$ 0 -$ -$ (494.89)$ 5.15$ TOTALS 183,268 28,294,915.15$ 990,322.03$ 11,876 9,677,002.02$ 29,690.00$ (939,313.17)$ 80,698.86$ Out of County Agencies - 2026 Forecasted Revised Fee Model Agency 2026 Forecast Credit Card Transaction Count Credit Card Transaction Amt Oakland County CC 3.5% Service Fee AHC Transaction Count ACH Transaction Amt Oakland County ACH $2.50 Service Fee Charge Revised Fee Structure Revenue 16th District Court (Livonia)15,477 2,731,153.93$ 95,590.39$ 0 -$ -$ (86,714.73)$ 8,875.65$ 18th District Court Westland 21,853 3,548,433.27$ 124,195.16$ 0 -$ -$ (113,971.92)$ 10,223.25$ 21st District Court Garden City 810 144,464.94$ 5,056.27$ 0 -$ -$ (4,580.29)$ 475.99$ 21st District Court-Garden City CLEMIS 360 58,329.00$ 2,041.52$ 0 -$ -$ (1,874.30)$ 167.22$ 22nd District Court 1,751 287,514.71$ 10,063.01$ 0 -$ -$ (9,219.90)$ 843.11$ 31st District Court Hamtramck 21,764 1,528,465.43$ 53,496.29$ 0 -$ -$ (58,356.05)$ (4,859.76)$ 35th District Court Plymouth 14,036 2,595,506.16$ 90,842.72$ 0 -$ -$ (81,903.42)$ 8,939.30$ 66th District Court 3,684 462,862.47$ 16,200.19$ 0 -$ -$ (15,491.97)$ 708.22$ Calhoun County FOC 183 77,326.21$ 2,706.42$ 0 -$ -$ (2,263.47)$ 442.95$ City of Battle Creek 49,165 6,733,500.54$ 235,672.52$ 10,027 6,862,546.90$ 25,066.67$ (242,098.35)$ 18,640.84$ City of Flat Rock 1,829 476,319.12$ 16,671.17$ 420 398,568.75$ 1,049.17$ (15,309.61)$ 2,410.73$ City of Onaway 499 59,103.39$ 2,068.62$ 0 -$ -$ (1,999.59)$ 69.03$ City of Onaway - Tax 40 14,960.43$ 523.61$ 0 -$ -$ (441.41)$ 82.20$ Genesee County Total 9,016 1,040,141.31$ 36,404.95$ 606 232,616.13$ 1,514.17$ (36,576.97)$ 1,342.14$ Hamilton Township Total 32 47,127.85$ 1,649.47$ 0 -$ -$ (1,319.77)$ 329.71$ Hartland Township Total 877 1,168,479.29$ 40,896.78$ 643 1,109,370.85$ 1,606.67$ (34,076.51)$ 8,426.93$ Jackson County Total 8,473 685,835.17$ 24,004.23$ 0 -$ -$ (25,215.47)$ (1,211.24)$ Lenawee County 11,346 1,582,641.72$ 55,392.46$ 0 -$ -$ (52,032.40)$ 3,360.06$ Oakfield Township 117 149,852.31$ 5,244.83$ 67 119,368.67$ 167.50$ (4,342.44)$ 1,069.89$ Saginaw County Total 8,607 3,117,656.72$ 109,117.99$ 0 -$ -$ (92,190.56)$ 16,927.43$ Shiawassee County Total 5,034 626,861.00$ 21,940.14$ 0 -$ -$ (21,014.43)$ 925.71$ Spaulding Township Total 731 119,786.49$ 4,192.53$ 0 -$ -$ (3,842.13)$ 350.40$ Swan Creek Total 913 155,469.22$ 5,441.42$ 0 -$ -$ (4,959.90)$ 481.52$ Tuscola County 105 9,242.50$ 323.49$ 0 -$ -$ (332.67)$ (9.18)$ TOTALS 176,702 27,421,033.20$ 959,736.16$ 11,762 8,722,471.30$ 29,404.17$ (910,128.25)$ 79,012.08$